Common use of New Participants Clause in Contracts

New Participants. (a) Any Person approved by the Commission as a national securities exchange or national securities association under the Exchange Act after the Effective Date may become a Participant by submitting to the Company a completed application in the form provided by the Company. As a condition to admission as a Participant, said Person shall: (i) execute a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Person as a Participant (including said Person’s address for purposes of notices delivered pursuant to this Agreement); and (ii) pay a fee to the Company in an amount determined by a Majority Vote of the Operating Committee as fairly and reasonably compensating the Company and the Participants for costs incurred in creating, implementing, and maintaining the CAT, including such costs incurred in evaluating and selecting the Initial Plan Processor and any subsequent Plan Processor and for costs the Company incurs in providing for the prospective Participant’s participation in the Company, including after consideration of the factors identified in Section 3.3(b) (the “Participation Fee”). The amendment to this Agreement reflecting the admission of a new Participant shall be effective only when: (x) it is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608; and (y) the prospective Participant pays the Participation Fee. Neither a prospective Participant nor any Affiliate of such prospective Participant that is already a Participant shall vote on the determination of the amount of the Participation Fee to be paid by such prospective Participant. Participation Fees paid to the Company shall be added to the general revenues of the Company. (b) In determining the amount of the Participation Fee to be paid by any prospective Participant, the Operating Committee shall consider the following factors: (i) the portion of costs previously paid by the Company for the development, expansion and maintenance of the CAT which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five (5) years preceding the admission of the prospective Participant; (ii) an assessment of costs incurred and to be incurred by the Company for modifying the CAT or any part thereof to accommodate the prospective Participant, which are not otherwise required to be paid or reimbursed by the prospective Participant; (iii) Participation Fees paid by other Participants admitted as such after the Effective Date; (iv) elapsed time from the Effective Date to the anticipated date of admittance of the prospective Participant; and (v) such other reasonable, equitable and not unfairly discriminatory factors, if any, as may be determined to be appropriate by the Operating Committee and approved by the Commission. In the event the Company (following the vote of the Operating Committee contemplated by Section 3.3(a)) and a prospective Participant do not agree on the amount of the Participation Fee, such amount shall be subject to review by the Commission pursuant to Rule 608 of the Exchange Act. (c) An applicant for participation in the Company may apply for limited access to the CAT System for planning and testing purposes pending its admission as a Participant by submitting to the Company a completed Application for Limited Access to the CAT System in a form provided by the Company, accompanied by payment of a deposit in the amount established by the Company, which shall be applied or refunded as described in such application. To be eligible to apply for such limited access, the applicant must have been approved by the SEC as a national securities exchange or national securities association under the Exchange Act but the applicant has not yet become a Participant, or the SEC must have published such applicant’s Form 1 application or Form X-15AA-1 application to become a national securities exchange or a national securities association, respectively.

New Participants. ‌ (a) Any Person approved by the Commission as a national securities exchange or national securities association under the Exchange Act after the Effective Date may become a Participant by submitting to the Company a completed application in the form provided by the Company. As a condition to admission as a Participant, said Person shall: (i) execute a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Person as a Participant (including said Person’s address for purposes of notices delivered pursuant to this Agreement); and (ii) pay a fee to the Company in an amount determined by a Majority Vote of the Operating Committee as fairly and reasonably compensating the Company and the Participants for costs incurred in creating, implementing, and maintaining the CAT, including such costs incurred in evaluating and selecting the Initial Plan Processor and any subsequent Plan Processor and for costs the Company incurs in providing for the prospective Participant’s participation in the Company, including after consideration of the factors identified in Section 3.3(b) (the “Participation Fee”). The amendment to this Agreement reflecting the admission of a new Participant shall be effective only when: (x) it is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608; and (y) the prospective Participant pays the Participation Fee. Neither a prospective Participant nor any Affiliate of such prospective Participant that is already a Participant shall vote on the determination of the amount of the Participation Fee to be paid by such prospective Participant. Participation Fees paid to the Company shall be added to the general revenues of the Company. (b) In determining the amount of the Participation Fee to be paid by any prospective Participant, the Operating Committee shall consider the following factors: (i) the portion of costs previously paid by the Company for the development, expansion and maintenance of the CAT which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five (5) years preceding the admission of the prospective Participant; (ii) an assessment of costs incurred and to be incurred by the Company for modifying the CAT or any part thereof to accommodate the prospective Participant, which are not otherwise required to be paid or reimbursed by the prospective Participant; (iii) Participation Fees paid by other Participants admitted as such after the Effective Date; (iv) elapsed time from the Effective Date to the anticipated date of admittance of the prospective Participant; and (v) such other reasonable, equitable and not unfairly discriminatory factors, if any, as may be determined to be appropriate by the Operating Committee and approved by the Commission. In the event the Company (following the vote of the Operating Committee contemplated by Section 3.3(a)) and a prospective Participant do not agree on the amount of the Participation Fee, such amount shall be subject to review by the Commission pursuant to Rule 608 of the Exchange Act. (c) An applicant for participation in the Company may apply for limited access to the CAT System for planning and testing purposes pending its admission as a Participant by submitting to the Company a completed Application for Limited Access to the CAT System in a form provided by the Company, accompanied by payment of a deposit in the amount established by the Company, which shall be applied or refunded as described in such application. To be eligible to apply for such limited access, the applicant must have been approved by the SEC as a national securities exchange or national securities association under the Exchange Act but the applicant has not yet become a Participant, or the SEC must have published such applicant’s Form 1 application or Form X-15AA-1 application to become a national securities exchange or a national securities association, respectively.

New Participants. (a) Any Person approved by the Commission as a national securities exchange or national securities association under the Exchange Act after the Effective Date may become a Participant by submitting to the Company a completed application in the form provided by the Company. As a condition to admission as a Participant, said Person shall: (i) execute a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Person as a Participant (including said Person’s address for purposes of notices delivered pursuant to this Agreement); and (ii) pay a fee to the Company in an amount determined by a Majority Vote of the Operating Committee as fairly and reasonably compensating the Company and the Participants for costs incurred in creating, implementing, and maintaining the CAT, including such costs incurred in evaluating and selecting the Initial Plan Processor and any subsequent Plan Processor and for costs the Company incurs in providing for the prospective Participant’s participation in the Company, including after consideration of the factors identified in Section 3.3(b) (the “Participation Fee”). The amendment to this Agreement reflecting the admission of a new Participant shall be effective only when: (x) it is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608; and (y) the prospective Participant pays the Participation Fee. Neither a prospective Participant nor any Affiliate of such prospective Participant that is already a Participant shall vote on the determination of the amount of the Participation Fee to be paid by such prospective Participant. Participation Fees paid to the Company shall be added to the general revenues of the Company[ and shall be allocated as provided in Article VIII]. (b) In determining the amount of the Participation Fee to be paid by any prospective Participant, the Operating Committee shall consider the following factors: (i) the portion of costs previously paid by the Company for the development, expansion and maintenance of the CAT which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five (5) years preceding the admission of the prospective Participant; (ii) an assessment of costs incurred and to be incurred by the Company for modifying the CAT or any part thereof to accommodate the prospective Participant, which are not otherwise required to be paid or reimbursed by the prospective Participant; (iii) Participation Fees paid by other Participants admitted as such after the Effective Date; (iv) elapsed time from the Effective Date to the anticipated date of admittance of the prospective Participant; and (v) such other reasonable, equitable and not unfairly discriminatory factors, if any, as may be determined to be appropriate by the Operating Committee and approved by the Commission. In the event the Company (following the vote of the Operating Committee contemplated by Section 3.3(a)) and a prospective Participant do not agree on the amount of the Participation Fee, such amount shall be subject to review by the Commission pursuant to Rule 608 [§ 11A(b)(5)] of the Exchange Act. (c) An applicant for participation in the Company may apply for limited access to the CAT System for planning and testing purposes pending its admission as a Participant by submitting to the Company a completed Application for Limited Access to the CAT System in a form provided by the Company, accompanied by payment of a deposit in the amount established by the Company, which shall be applied or refunded as described in such application. To be eligible to apply for such limited access, the applicant must have been approved by the SEC as a national securities exchange or national securities association under the Exchange Act but the applicant has not yet become a Participant, or the SEC must have published such applicant’s Form 1 application or Form X-15AA-1 application to become a national securities exchange or a national securities association, respectively.

New Participants. ‌ (a) Any Person approved by the Commission as a national securities exchange or national securities association under the Exchange Act after the Effective Date may become a Participant by submitting to the Company a completed application in the form provided by the Company. As a condition to admission as a Participant, said Person shall: (i) execute a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Person as a Participant (including said Person’s address for purposes of notices delivered pursuant to this Agreement); and (ii) pay a fee to the Company in an amount determined by a Majority Vote of the Operating Committee as fairly and reasonably compensating the Company and the Participants for costs incurred in creating, implementing, and maintaining the CAT, including such costs incurred in evaluating and selecting the Initial Plan Processor and any subsequent Plan Processor and for costs the Company incurs in providing for the prospective Participant’s participation in the Company, including after consideration of the factors identified in Section 3.3(b) (the “Participation Fee”). The amendment to this Agreement reflecting the admission of a new Participant shall be effective only when: (x) it is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608; and (y) the prospective Participant pays the Participation Fee. Neither a prospective Participant nor any Affiliate of such prospective Participant that is already a Participant shall vote on the determination of the amount of the Participation Fee to be paid by such prospective Participant. Participation Fees paid to the Company shall be added to the general revenues of the CompanyCompany and shall be allocated as provided in Article VIII. (b) In determining the amount of the Participation Fee to be paid by any prospective Participant, the Operating Committee shall consider the following factors: (i) the portion of costs previously paid by the Company for the development, expansion and maintenance of the CAT which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five (5) years preceding the admission of the prospective Participant; (ii) an assessment of costs incurred and to be incurred by the Company for modifying the CAT or any part thereof to accommodate the prospective Participant, which are not otherwise required to be paid or reimbursed by the prospective Participant; (iii) Participation Fees paid by other Participants admitted as such after the Effective Date; (iv) elapsed time from the Effective Date to the anticipated date of admittance of the prospective Participant; and (v) such other reasonable, equitable and not unfairly discriminatory factors, if any, as may be determined to be appropriate by the Operating Committee and approved by the Commission. In the event the Company (following the vote of the Operating Committee contemplated by Section 3.3(a)) and a prospective Participant do not agree on the amount of the Participation Fee, such amount shall be subject to review by the Commission pursuant to Rule 608 § 11A(b)(5) of the Exchange Act. (c) An applicant for participation in the Company may apply for limited access to the CAT System for planning and testing purposes pending its admission as a Participant by submitting to the Company a completed Application for Limited Access to the CAT System in a form provided by the Company, accompanied by payment of a deposit in the amount established by the Company, which shall be applied or refunded as described in such application. To be eligible to apply for such limited access, the applicant must have been approved by the SEC as a national securities exchange or national securities association under the Exchange Act but the applicant has not yet become a Participant, or the SEC must have published such applicant’s Form 1 application or Form X-15AA-1 application to become a national securities exchange or a national securities association, respectively.

New Participants. (a) Any Person approved by the Commission as a national securities exchange or national securities association under the Exchange Act after the Effective Date may become a Participant by submitting to the Company a completed application in the form provided by the Company. As a condition to admission as a Participant, said Person shall: (i) execute a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Person as a Participant (including said Person’s address for purposes of notices delivered pursuant to this Agreement); and (ii) pay a fee to the Company in an amount determined by a Majority Vote of the Operating Committee as fairly and reasonably compensating the Company and the Participants for costs incurred in creating, implementing, and maintaining the CAT, including such costs incurred in evaluating and selecting the Initial Plan Processor and any subsequent Plan Processor and for costs the Company incurs in providing for the prospective Participant’s participation in the Company, including after consideration of the factors identified in Section 3.3(b) (the “Participation Fee”). The amendment to this Agreement reflecting the admission of a new Participant shall be effective only when: (x) it is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608; and (y) the prospective Participant pays the Participation Fee. Neither a prospective Participant nor any Affiliate of such prospective Participant that is already a Participant shall vote on the determination of the amount of the Participation Fee to be paid by such prospective Participant. Participation Fees paid to the Company shall be added to the general revenues of the CompanyCompany and shall be allocated as provided in Article VIII. (b) In determining the amount of the Participation Fee to be paid by any prospective Participant, the Operating Committee shall consider the following factors: (i) the portion of costs previously paid by the Company for the development, expansion and maintenance of the CAT which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five (5) years preceding the admission of the prospective Participant; (ii) an assessment of costs incurred and to be incurred by the Company for modifying the CAT or any part thereof to accommodate the prospective Participant, which are not otherwise required to be paid or reimbursed by the prospective Participant; (iii) Participation Fees paid by other Participants admitted as such after the Effective Date; (iv) elapsed time from the Effective Date to the anticipated date of admittance of the prospective Participant; and (v) such other reasonable, equitable and not unfairly discriminatory factors, if any, as may be determined to be appropriate by the Operating Committee and approved by the Commission. In the event the Company (following the vote of the Operating Committee contemplated by Section 3.3(a)) and a prospective Participant do not agree on the amount of the Participation Fee, such amount shall be subject to review by the Commission pursuant to Rule 608 § 11A(b)(5) of the Exchange Act. (c) An applicant for participation in the Company may apply for limited access to the CAT System for planning and testing purposes pending its admission as a Participant by submitting to the Company a completed Application for Limited Access to the CAT System in a form provided by the Company, accompanied by payment of a deposit in the amount established by the Company, which shall be applied or refunded as described in such application. To be eligible to apply for such limited access, the applicant must have been approved by the SEC as a national securities exchange or national securities association under the Exchange Act but the applicant has not yet become a Participant, or the SEC must have published such applicant’s Form 1 application or Form X-15AA-1 application to become a national securities exchange or a national securities association, respectively.