Common use of Broker-Dealer Subsidiaries Clause in Contracts

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Company that is a broker-dealer. Xxxxx Xxxxxx Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission and in each jurisdiction where the conduct of the Company’s business requires such registration, licensing or qualification, and the Company is in compliance with all 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, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons 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 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Each Company Subsidiary that is a broker-dealerdealer (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, including the net capital requirements and customer protection requirements thereof. Xxxxx Xxxxxx Investments, LLC Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of the Securities Investor Protection Corporationsuch SROs. The Company is not required to be Each Broker-Dealer Subsidiary and registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Investments, LLC representative is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each jurisdiction where the conduct of the Company’s business requires such registration, licensing license or qualification, and the Company qualification is in compliance with all laws requiring any such registration, licensing or qualification full force and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member effect and in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Actstanding. There is no action, including the net capital requirements and the customer protection requirements thereofsuit, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is investigation pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and that would not reasonably be expected to havelead to the revocation, a Material Adverse Effect. Except as disclosed amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) The Company has made available to Parent true, correct and complete copies of each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on a Form BD filed prior since January 1, 2004, reflecting all amendments thereto to the date hereof (each, a “Form BD”). The Forms BD of this Agreementthe Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any “associated person” thereof (i) is subject to a “statutory disqualification” as such terms are defined in the Exchange Act, or (ii) 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 Broker-Dealer Subsidiary 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. (d) Subject to the foregoing, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior Subsidiaries is required to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons is or has been ineligible to serve be registered as a broker-dealer commodity trading advisor, commodity pool operator, futures commission merchant or an associated person of a broker-dealer introducing broker under Section 15(b) of the 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act)laws or regulations.

Broker-Dealer Subsidiaries. (aPart 2.7(b) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Seller Disclosure Letter sets forth the name of each Acquired Company that is a broker-dealer. Xxxxx Xxxxxx Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchantbroker or dealer (collectively, commodities trading adviserthe “Broker/Dealer Subsidiaries”). Except as would not reasonably be expected to result in, commodity pool operator individually or introducing broker under in the Commodities Exchange Act or any similar state laws. aggregate, a Material Adverse Effect on the Acquired Companies, (bi) Xxxxx Xxxxxx Investmentseach of the Acquired Companies and each of its respective employees that is required, LLC in order to conduct its business as it is duly now conducted, to be registered, licensed or qualified as a broker-dealer with under the Commission Exchange Act or, in the case of any employees, is otherwise required to be registered, licensed or qualified under the Exchange Act or NASD Regulations (which for this purpose shall include the NASD’s Membership and in each jurisdiction where the conduct of the Company’s business requires such registrationRegistration Rules (Rules 1000-1140)) is so registered, licensing licensed or qualificationqualified (and has been so registered, and the Company is in compliance with licensed or qualified at all laws requiring any such registrationtimes since January 1, licensing or qualification and is not subject to any material liability or disability by reason of the failure 1999 it has been required under applicable Law to be so registered, licensed or qualified), except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (cii) Xxxxx Xxxxxx Investments, LLC each Broker/Dealer Subsidiary is a member organization in good standing of each self-regulatory organization where the NASD, Inc. (“NASD”), securities exchanges, commodities exchanges, boards of trade, clearing organizations, trade organizations and such other Governmental Entities and organizations in which its membership is required in order to conduct its business so requires and as it is now conducted, (iii) each Broker/Dealer Subsidiary has conducted its business in compliance timely filed all registrations, declarations, reports, notices, forms or other filings required to be filed with the rules SEC, NASD, the New York Stock Exchange or any other Governmental Entity and regulations all fees and assessments due and payable in connection therewith have been paid, (iv) since the later of relevant selfits inception or January 1, 2002, each Broker/Dealer Subsidiary has had net capital (as such term is defined in Rule 15c3-regulatory agencies and the applicable provisions 1 of the 1934 Exchange Act, including ) that satisfies the minimum net capital requirements of the Exchange Act and of the customer protection requirements thereoflaws of any jurisdiction in which such Broker/Dealer Subsidiary conducts business, except where such failure or noncompliance would notand (v) no Broker/Dealer Subsidiary is, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor is any of its directors, officers, employees or “associated personsperson” of any Broker/Dealer Subsidiary, subject to a “statutory disqualification” (as such terms are defined in the 0000 XxxExchange Act) has been the or subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which to a disqualification that would be required to be disclosed a basis for censure, limitations on Form BD. No the activities, functions or operations of, or suspension or revocation of the registration of such disciplinary proceeding or order is pending orBroker/Dealer Subsidiary as a broker-dealer, under the Exchange Act and, to the knowledge of the CompanySeller and GAC, threatened except for such disciplinary proceedings there is no proceeding or orders investigation pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing self-regulatory organization that is reasonably likely to result in any conduct such censure, limitations, suspension or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons 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 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act)revocation.

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary Section 3.28(a) of the Company Disclosure Schedule lists each Company Subsidiary that is a broker-dealerdealer (a “Broker-Dealer Subsidiary”). Xxxxx Xxxxxx InvestmentsEach 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, LLC including the net capital requirements and customer protection requirements thereof. Each Broker-Dealer Subsidiary is a member in good standing with FINRA and all other required SROs and in compliance in all material respects with all applicable rules and regulations of the Securities Investor Protection CorporationFINRA and any such SRO of which it is a member or which otherwise has authority over it. The Company is not required to be Each Broker-Dealer Subsidiary (and each registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (brepresentative thereof) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative, as applicable, under, and in each jurisdiction where compliance in all material respects with, the conduct applicable laws of the Company’s business requires such registration, licensing or qualification, and the Company all jurisdictions in which it is in compliance with all laws requiring any such registration, licensing or qualification and is not subject to any material liability or disability by reason of the failure required to be so registered, licensed or qualified, except where registered and each such failure to registermaterial registration, license or qualify qualification is in full force and effect and in good standing. There is no action, suit, proceeding or noncompliance investigation pending or, to Company’s knowledge, threatened that would not, individually or in the aggregate, reasonably be expected likely to have lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications. (b) Company has made available to Parent true, correct and complete copies of each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on Form BD filed since January 1, 2012, reflecting all amendments thereto to the date hereof (each, a Material Adverse Effect“Form BD”). The Forms BD of the Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Xxxxx Xxxxxx Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions None of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company Broker-Dealer Subsidiaries nor any of its directors, officers, employees or “associated personsperson” thereof (as defined in the 0000 Xxxi) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons 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 1934 Act Exchange Act, (including being ii) is subject to any a “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Exchange Act or (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 Broker-Dealer Subsidiary 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 there is no action, suit, proceeding or investigation pending or, to Company’s knowledge, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (i), subject to a “statutory disqualification” as described in clause (ii) or subject to a disqualification as described in clause (iii). (d) Neither Company nor any of its Subsidiaries is or has been required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any applicable laws or regulations.

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Company that is a broker-dealer. Xxxxx Xxxxxx Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission and in each jurisdiction where the conduct of the Company’s business requires such registration, licensing or qualification, and the Company is in compliance with all 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, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither none of the Company nor Company, Xxxxx Xxxxxx Investments, LLC or any of its their respective directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) 1934 Act), as applicable, has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed by Xxxxx Xxxxxx Investments, LLC on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons 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 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Wintrust Investments, LLC is the only subsidiary of the Company that is a broker-dealer. Xxxxx Xxxxxx Wintrust Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Wintrust Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission and in each jurisdiction where the conduct of the Company’s business requires such registration, licensing or qualification, and the Company is in compliance with all 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, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Wintrust Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither none of the Company nor Company, Wintrust Investments, LLC or any of its their respective directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) 1934 Act), as applicable, has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed by Wintrust Investments, LLC on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Wintrust Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Wintrust Investments, LLC, its employees or associated persons 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 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx InvestmentsCadence has certain Subsidiaries that are registered, LLC is the only subsidiary of the Company that is licensed or qualified, or are required to be registered, licensed or qualified, as a broker-dealerdealer in accordance with any regulatory or legal requirement applicable to such Cadence Subsidiary (each, a “Cadence Broker-Dealer Subsidiary”). Xxxxx Xxxxxx InvestmentsExcept as would not reasonably be expected to, LLC either individually or in the aggregate, have a Material Adverse Effect on Cadence: (i) each Cadence Broker-Dealer Subsidiary is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each Cadence Broker-Dealer Subsidiary is a member in good standing with FINRA and any other applicable SRO and in compliance with all applicable rules and regulations of the Securities Investor Protection Corporation. The Company FINRA and any such SRO of which it is not required to be a member or which otherwise has authority over it; (iii) each Cadence Broker-Dealer Subsidiary (and each registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (brepresentative thereof) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each jurisdiction where the conduct of the Company’s business requires such registration, licensing license or qualification, and the Company qualification is in compliance with all laws requiring any such registration, licensing or qualification full force and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member effect and in good standing of each self-regulatory organization where its business so requires standing; and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act(iv) there is no action, including the net capital requirements and the customer protection requirements thereofsuit, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is investigation pending or, to the knowledge of the CompanyCadence, threatened except for that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such disciplinary proceedings or orders pending or threatened after the date hereof thatregistrations, licenses and qualifications. (b) Except as would not reasonably be expected to, either individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed Effect on a Form BD filed prior to Cadence, (i) none of the date of this Agreement, neither the Company Cadence Broker-Dealer Subsidiaries nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or “associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons person” thereof (A) 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 1934 Act Exchange Act, (including being B) is subject to any a “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Exchange Act, or (C) 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 Cadence Broker-Dealer Subsidiary 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 (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of Cadence, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx InvestmentsExcept as would not reasonably be expected to, LLC is either individually or in the only subsidiary aggregate, have a Material Adverse Effect on UMB: (i) each Subsidiary of the Company UMB that is a broker-dealer. Xxxxx Xxxxxx Investmentsdealer (each, LLC a “UMB Broker-Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each UMB Broker-Dealer Subsidiary is a member in good standing with FINRA and any other required self-regulatory organizations and in compliance with all applicable rules and regulations of the Securities Investor Protection Corporation. The Company FINRA and any other self-regulatory organization of which it is not required to be a member or which otherwise has authority over it; (iii) each UMB Broker-Dealer Subsidiary (and each registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (brepresentative thereof) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each jurisdiction where the conduct of the Company’s business requires such registration, licensing license or qualification, and the Company qualification is in compliance with all laws requiring any such registration, licensing or qualification full force and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member effect and in good standing of each self-regulatory organization where its business so requires standing; and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act(iv) there is no action, including the net capital requirements and the customer protection requirements thereofsuit, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is investigation pending or, to the knowledge of the CompanyUMB, threatened except for that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such disciplinary proceedings or orders pending or threatened after the date hereof thatregistrations, licenses and qualifications. (b) Except as would not reasonably be expected to, either individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed Effect on a Form BD filed prior UMB, (i) none of the UMB Broker-Dealer Subsidiaries nor, to the date knowledge of this AgreementUMB, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or “associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons person” thereof (A) 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 1934 Act Exchange Act, (including being B) is subject to any a “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Exchange Act or (C) 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 UMB Broker-Dealer Subsidiary 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 (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of UMB, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (A), subject to a “statutory disqualification” as described in clause (B) or subject to a disqualification as described in clause (C).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Company that is a broker-dealer. Xxxxx Xxxxxx Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission and in each jurisdiction where the conduct of the Company’s business requires such registration, licensing or qualification, and the Company is in compliance with all 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, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 1934 Xxx) has xxs been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons 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 1934 Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx InvestmentsExcept as would not reasonably be expected to, LLC is either individually or in the only subsidiary aggregate, have a Material Adverse Effect on UMB: (i) each Subsidiary of the Company UMB that is a broker-dealer. Xxxxx Xxxxxx Investmentsdealer (each, LLC a “UMB Broker-Dealer Subsidiary”) is duly registered under the Exchange Act as a broker-dealer with the SEC and is in compliance with the applicable provisions of the Exchange Act, including the net capital requirements and customer protection requirements thereof; (ii) each UMB Broker-Dealer Subsidiary is a member in good standing with FINRA and any other required self-regulatory organizations and in compliance with all applicable rules and regulations of the Securities Investor Protection Corporation. The Company FINRA and any other self-regulatory organization of which it is not required to be a member or which otherwise has authority over it; (iii) each UMB Broker-Dealer Subsidiary (and each registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (brepresentative thereof) Xxxxx Xxxxxx Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative, as applicable, under, and in compliance with, the applicable laws of all jurisdictions in which it is required to be so registered and each jurisdiction where the conduct of the Company’s business requires such registration, licensing license or qualification, and the Company qualification is in compliance with all laws requiring any such registration, licensing or qualification full force and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member effect and in good standing of each self-regulatory organization where its business so requires standing; and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act(iv) there is no action, including the net capital requirements and the customer protection requirements thereofsuit, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is investigation pending or, to the knowledge of the CompanyUMB, threatened except for that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such disciplinary proceedings or orders pending or threatened after the date hereof thatregistrations, licenses and qualifications. (b) Except as would not reasonably be expected to, either individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed Effect on a Form BD filed prior UMB, (i) none of the UMB Broker-Dealer Subsidiaries nor, to the date knowledge of this AgreementUMB, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or “associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or associated persons person” thereof (A) 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 1934 Act Exchange Act, (including being B) is subject to any a “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Exchange Act or (C) 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 UMB Broker-Dealer Subsidiary 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 (ii) there is no action, suit, proceeding or investigation pending or, to the knowledge of UMB, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause ‎(A), subject to a “statutory disqualification” as described in clause ‎(B) or subject to a disqualification as described in clause ‎(C).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Wintrust Investments, LLC is the only subsidiary of the Company that is a broker-dealer. Xxxxx Xxxxxx Wintrust Investments, LLC is a member of the Securities Investor Protection Corporation. The Company is not required to be registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Wintrust Investments, LLC is duly registered, licensed or qualified as a broker-dealer with the Commission and in each jurisdiction where the conduct of the Company’s 's business requires such registration, licensing or qualification, and the Company is in compliance with all 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, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Wintrust Investments, LLC is a member in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Act, including the net capital requirements and the customer protection requirements thereof, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither none of the Company nor Company, Wintrust Investments, LLC or any of its their respective directors, officers, employees or “"associated persons” " (as defined in the 0000 Xxx) 1934 Act), as applicable, has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed by Wintrust Investments, LLC on Form BD. No such disciplinary proceeding or order is pending or, to the knowledge of the Company, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Wintrust Investments, LLC, its employees or associated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on Form BD filed prior to the date of this Agreement, neither the Company nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Wintrust Investments, LLC, its employees or associated persons persons, 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 1934 Act (including being subject to any “"statutory disqualification” " as defined in Section 3(a)(39) of the 1934 Act).

Broker-Dealer Subsidiaries. (a) Xxxxx Xxxxxx Investments, LLC is the only subsidiary of the Company Each Mercantile Bankshares Subsidiary that is a broker-dealerdealer (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, including the net capital requirements and customer protection requirements thereof. Xxxxx Xxxxxx Investments, LLC Each Broker-Dealer Subsidiary is a member in good standing with all required SROs and in compliance in all material respects with all applicable rules and regulations of the Securities Investor Protection Corporationsuch SROs. The Company is not required to be Each Broker-Dealer Subsidiary and registered as a futures commission merchant, commodities trading adviser, commodity pool operator or introducing broker under the Commodities Exchange Act or any similar state laws. (b) Xxxxx Xxxxxx Investments, LLC representative is duly registered, licensed or qualified as a broker-dealer with the Commission or registered representative under, and in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered and each jurisdiction where the conduct of the Company’s business requires such registration, licensing license or qualification, and the Company qualification is in compliance with all laws requiring any such registration, licensing or qualification full force and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified, except where such failure to register, license or qualify or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Xxxxx Xxxxxx Investments, LLC is a member effect and in good standing of each self-regulatory organization where its business so requires and has conducted its business in compliance with the rules and regulations of relevant self-regulatory agencies and the applicable provisions of the 1934 Actstanding. There is no action, including the net capital requirements and the customer protection requirements thereofsuit, except where such failure or noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Except as disclosed on Form BD filed prior to the date of this Agreement or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its directors, officers, employees or “associated persons” (as defined in the 0000 Xxx) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Form BD. No such disciplinary proceeding or order is investigation pending or, to the knowledge of the CompanyMercantile Bankshares, threatened except for such disciplinary proceedings or orders pending or threatened after the date hereof that, individually or in the aggregate, have not had and that would not reasonably be expected to have, a Material Adverse Effect. Except as disclosed on a Form BD filed prior lead to the date of this Agreementrevocation, neither the Company nor any of its directorsamendment, officers orfailure to renew, in the case of Xxxxx Xxxxxx Investmentslimitation, LLC, its employees suspension or associated persons has been permanently enjoined by the order restriction of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale such registrations, licenses and qualifications. (b) Mercantile Bankshares has made available to PNC true, correct and complete copies of any security. Except as disclosed each Broker-Dealer Subsidiary’s Uniform Application for Broker-Dealer Registration on Form BD filed prior since January 1, 2005, reflecting all amendments thereto to the date hereof (each, a “Form BD”). The Forms BD of this Agreementthe Broker-Dealer Subsidiaries are in compliance in all material respects with the applicable requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, neither in light of the Company circumstances under which they were made, not misleading. (c) None of the Broker-Dealer Subsidiaries nor any of its directors, officers or, in the case of Xxxxx Xxxxxx Investments, LLC, its employees or “associated persons person” thereof (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 1934 Act (including being subject to any a “statutory disqualification” as such terms are defined in Section 3(a)(39the Exchange Act, or (ii) 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 1934 registration of any Broker-Dealer Subsidiary 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). (d) Subject to the foregoing, neither Mercantile Bankshares nor its Subsidiaries is required to be registered as a commodity trading advisor, commodity pool operator, futures commission merchant or introducing broker under any laws or regulations.