Broker-Dealer Matters. (a) Each GETCO Subsidiary that is a broker-dealer (a “Broker-Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC, and is in compliance in all material respects with the applicable provisions of the Exchange Act applicable to broker-dealers, in each case, except for any non-U.S. broker-dealer Subsidiaries (a “Foreign Broker-Dealer Subsidiary”). To the extent required, each Broker-Dealer Subsidiary is a member organization in good standing of any SRO and is in compliance in all material respects with all applicable rules and regulations of any such SRO of which it is a member or which otherwise has authority over it. Each Broker Dealer Subsidiary is duly registered, licensed or qualified as a broker-dealer under, and in compliance with, the Laws of all jurisdictions in which it is required to be so registered, licensed or qualified and each such registration, license or qualification is in full force and effect, except for any non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect on GETCO. There is no action or proceeding pending or, to GETCO’s knowledge, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications, except as would not, individually or in the aggregate, have a Material Adverse Effect on GETCO.
(b) None of GETCO or any of its Subsidiaries, nor any of their respective directors, officers, employees or “associated persons,” (i) is or has been ineligible to serve as a broker-dealer or an “associated person” of a broker-dealer under Section 15(b) of the Exchange Act, (ii) is subject to a “statutory disqualification” (as such terms are defined in the Exchange Act), (iii) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any of GETCO or its Subsidiaries as broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, and (iv) there is no investigation pending or, to the knowledge of GETCO, threatened against GETCO or any of its Subsidiaries or any of its “associated persons,” whether formal or informal, that is reasonably likely to result in any such person being deemed ineligible as described in clause (...
Broker-Dealer Matters. (a) Each Subsidiary of the Company identified on Section 5.25 of the Company Disclosure Schedule (collectively, the “Company Broker-Dealer Subsidiaries”) is registered as a broker-dealer with the SEC and with each of the state securities agencies set forth on Section 5.25 of the Company Disclosure Schedule. Each of the Company Broker-Dealer Subsidiaries and each of their respective officers and employees who are required to be registered, licensed or qualified as (i) a broker-dealer, investment adviser, futures commission merchant or (ii) a registered principal, registered representative, investment adviser representative, insurance agent or salesperson with the SEC or any securities or insurance commission or other Governmental Authority are duly registered as such and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by Applicable Law, except in each case for any failures to be so registered, licensed or qualified that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. Each of the Company Broker-Dealer Subsidiaries and each of their respective officers and employees are in compliance with all Applicable Laws requiring any such registration, licensing or qualification, and are not subject to any liability or disability by reason of failure to be so registered, licensed or qualified, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
(b) Each of the Company Broker-Dealer Subsidiaries and, to the Knowledge of the Company, their respective solicitors, third party administrators, managers, brokers and distributors, have marketed, sold and issued investment products and securities in compliance with all Applicable Laws governing sales processes and practices, except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
(c) Each of the Company Broker-Dealer Subsidiaries is, and at all times since October 10, 2009 has been, in compliance with Rule 15c-3(1) and Rule 15c-3(3) of the 1934 Act and in substantial compliance with the other provisions of Rule 15c-3 of the 1934 Act.
Broker-Dealer Matters. (a) Xxxxxx Xxxxxx is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance in all material respects with the applicable provisions of the Exchange Act and the rules promulgated thereunder applicable to broker-dealers. Xxxxxx Xxxxxx is a member organization in good standing of FINRA and in compliance in all material respects with all applicable rules and regulations of FINRA as well as with the terms of its membership agreement with FINRA. Xxxxxx Xxxxxx is duly registered as a broker-dealer under, and in compliance with, the Laws of all jurisdictions in which it is required to be so registered, except for any non-compliance as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Each of Xxxxxx Xxxxxx’x officers, employees and independent contractors who are required to be registered, licensed or qualified with any Governmental Authority as a registered principal or registered representative are duly and properly registered, licensed or qualified as such and such licenses are in full force and effect, or are in the process of being registered as such within the time periods required by applicable law, except as the failure to be so registered would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. As of the date of this Agreement, Xxxxxx Xxxxxx is not, nor are any of Xxxxxx Xxxxxx’x Associated Persons, subject to a “statutory disqualification” (as such terms are defined in the Exchange Act). There is no formal or informal investigation by any Governmental Authority pending or, to the Knowledge of Seller, threatened against Xxxxxx Xxxxxx or any of its Associated Persons.
(c) Xxxxxx Xxxxxx is in compliance with all applicable regulatory net capital requirements and no distribution of cash is required to be made by Xxxxxx Xxxxxx as of the date of this Agreement that will result in Xxxxxx Xxxxxx not being in compliance with applicable regulatory net capital requirements. Xxxxxx Xxxxxx is in compliance in all material respects with all applicable regulatory requirements for the protection of customer funds and securities. Xxxxxx Xxxxxx has not made any withdrawals from any reserve bank account it is required to maintain pursuant to SEC Rule 15c3-3(e) except as permitted by SEC Rule 15c3-3(g).
(d) Seller has made available to the Purchaser a redacted copy of each of Xxxxxx Xxxxxx’x Un...
Broker-Dealer Matters. Neither the Company nor any of its affiliates or Subsidiaries has received any oral or written notice from the SEC, FINRA or any state securities regulatory authority of any pending or threatened action or proceeding relating to the revocation or modification of any registration or qualification of the Company’s broker-dealer Subsidiaries as broker-dealers. Neither the Company nor any of its Affiliates or Subsidiaries has received any oral or written notice from any of their clearing brokers of any pending or threatened revocation, modification or cancellation of their clearing relationship with the Company’s broker-dealer Subsidiaries.
Broker-Dealer Matters. Neither MDLY nor any of its Subsidiaries is, or on the Closing Date will be, required to be registered as a broker-dealer under the Exchange Act, or with any other Governmental Entity.
Broker-Dealer Matters. (a) Except as set forth in Section 4.23(a) of the Company Disclosure Letter, Summit Brokerage Services, Inc. (“Securities Corp”) is, and at all times has been, duly registered, licensed or qualified as a broker-dealer under the 1934 Act and, to the Company’s knowledge, in each jurisdiction where the conduct of the business requires such registration, licensing or qualification, and is, and at all times has been, in compliance in all material respects with all applicable Laws requiring any such registration, licensing or qualification and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified.
(b) Copies of the Uniform Application for Broker-Dealer Registration on Form BD of Securities Corp on file with the SEC, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form BD”), and all FOCUS reports, amendments and updates for the period ended September 30, 2013 filed by Securities Corp with the SEC, have been delivered to Parent prior to the date of this Agreement. Except as set forth in Section 4.23(b) of the Company Disclosure Letter, to the Company’s knowledge, such forms are in compliance with the applicable requirements of the 1934 Act.
(c) Securities Corp is a member in good standing of FINRA and, to the Company’s knowledge, each other Governmental Authority where the conduct of its business requires membership or association.
(d) Securities Corp has established, maintains and enforces written compliance, supervisory and control policies and procedures and, to the Company’s knowledge, such written compliance, supervisory and control policies and procedures are in compliance with applicable Laws, including FINRA Rules 3010 and 3012 and Section 15(g) of the 1934 Act. To the Company’s knowledge, Securities Corp has been and remains in compliance in all material respects with such policies and procedures. Complete and correct copies of each of the policies and procedures set forth in Section 4.23(d) of the Company Disclosure Letter have been delivered to Parent in the form in effect on the date of this Agreement.
(e) To the Company’s knowledge, each of Securities Corp’s officers, employees and independent contractors who is required to be registered, licensed or qualified with any Governmental Authority as a registered principal or registered representative is duly and properly registered, licensed or qualified as such, and has been so registered, lice...
Broker-Dealer Matters. (a) JPTC is, and has been at all times that it has been required for the conduct of the Business, duly registered, licensed or qualified as a Broker-Dealer under the Exchange Act and in each jurisdiction where the conduct of the Business requires such registration, licensing or qualification, and is, and at all times has been, in compliance in all material respects with all applicable Laws requiring any such registration, licensing or qualification and are not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified.
(b) Copies of the Uniform Application for Broker-Dealer Registration on Form BD of JPTC on file with the SEC, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form BD”), and all FOCUS reports, amendments and updates for all periods from January 1, 2010 to December 31, 2013, filed by JPTC with the SEC, have been delivered or made available to Buyer prior to the date of this Agreement. Such forms are in compliance with the applicable requirements of the Exchange Act.
(c) JPTC is a member in good standing of FINRA and each other Governmental Authority where the conduct of the Business requires membership or association.
(d) JPTC has established, maintains and enforces written compliance, supervisory and control policies and procedures in compliance with applicable Laws, including FINRA Rules 3010 and 3012 and Section 15(g) of the Exchange Act. JPTC has been and remains in compliance in all material respects with such policies and procedures. Complete and correct copies of each of the policies and procedures set forth on Schedule 3.24(d) have been delivered or made available to Buyer in the form in effect on the date of this Agreement.
(e) Each of JPTC’s officers, employees and independent contractors who are required to be registered, licensed or qualified with any Governmental Authority as a registered principal or registered representative or otherwise to conduct the Business is duly and properly registered, licensed or qualified as such, and has been so registered, licensed or qualified at all times while in the employ or under contract with JPTC, and such licenses are in full force and effect, or are in the process of being registered as such within the time periods required by applicable Law, except where the failure to be so registered would not, or would not reasonably be expected to, individually or in the aggregate, have a Seller Materia...
Broker-Dealer Matters. Neither Constellation nor any of the Constellation Subsidiaries is, or on the Closing Date will be, required to be registered as a broker-dealer under the Exchange Act.
Broker-Dealer Matters. Neither Sirius nor any of the Sirius Subsidiaries is, or on the Closing Date will be, required to be registered as a broker-dealer under the Exchange Act, or with any other Governmental Authority.
Broker-Dealer Matters. (a) The Broker-Dealer Subsidiary is, and has been since January 31, 2020, duly licensed to conduct business as a broker-dealer in the states listed on Section 5.28(a) of the Company Disclosure Schedule. The Broker-Dealer Subsidiary is, and at all times since January 31, 2020 has been, duly registered as a “broker” and/or “dealer” (collectively, a “broker-dealer”) under the Exchange Act and a full member in good standing of FINRA. The Broker-Dealer Subsidiary shall continue to operate as an Exchange Act-registered broker-dealer, and full member of FINRA, with net capital not less than the amount necessary and required to meet the minimum net capital requirements of Rule 15c3-1 of the Exchange Act, FINRA Rule 4110, and pursuant to the Broker-Dealer Subsidiary’s current FINRA membership agreement. No distribution or capital withdrawal of cash, securities or other assets, as contemplated under SEC or FINRA rules, is required or anticipated to be made by the Broker-Dealer Subsidiary that will result in the Broker-Dealer Subsidiary no longer being in compliance with such requirements, or that would result in the Broker-Dealer Subsidiary being subject to an early warning notification under Exchange Act Rule 17a-11 or a filing, if applicable, under Exchange Act Rule 15c3-3(i), and no such distributions or withdrawals are otherwise contemplated prior to the consummation of the transactions contemplated hereby. The Company has made available to Purchaser a true and complete copy of the Broker-Dealer Subsidiary’s current Uniform Application for Broker-Dealer Registration on Form BD (including all amendments thereto that are required to keep the Form BD current as required under applicable regulatory requirements) filed with the Central Registration Depository of FINRA, and all other membership agreements, broker-dealer registrations, qualifications or membership forms and applications (including all amendments thereto).
(b) The Broker-Dealer Subsidiary is not registered, qualified or licensed, and is not required to be registered, qualified or licensed, as a government securities broker-dealer, a municipal securities broker-dealer (and is not a member, or required to be a member, of the Municipal Securities Rulemaking Board), or as a security-based swap dealer under the Exchange Act.
(c) The Broker-Dealer Subsidiary is, and since January 31, 2020 has been, in compliance in all material respects with all applicable provisions of the Exchange Act, the rules and regulat...
