(a) SCOR
registration shall not be available for securities of any issuer if that issuer
or any of its officers, directors, ten per cent shareholders, promoters or any
selling agents of the securities to be offered, or any officer, director, or
partner of such selling agent:
(1) Has filed
an application for registration which is the subject of a currently effective
registration stop order entered pursuant to any federal, state, or provincial
securities law within five years prior to the filing of the SCOR registration
application;
(2) Has been convicted
within five years prior to the filing of the SCOR registration application of
any felony or misdemeanor in connection with the offer, purchase, or sale of
any security or any felony involving fraud or deceit; including but not limited
to forgery, embezzlement, obtaining money under false pretenses, larceny, or
conspiracy to defraud;
(3) Is
currently subject to any federal, state, or provincial administrative
enforcement order or judgment entered by any state or provincial securities
commissioner or the Securities an d Exchange Commission within five years prior
to the filing of the SCOR registration application;
(4) Is subject to any federal, state, or
provincial administrative enforcement order or judgment in which fraud or
deceit, including but not limited to making untrue statements of material facts
and omitting to state material facts, was found and the order or judgment was
entered within five years prior to the filing of the SCOR registration
application;
(5) Is subject to any
federal, state, or provincial administrative enforcement order or judgment
which prohibits, denies, or revokes the use of any exemption from registration
in connection with the offer, purchase, or sale of securities;
(6) Is currently subject to any order,
judgment, or decree of any court of competent jurisdiction temporarily,
preliminarily, or permanently restrains or enjoins such party from engaging in
or continuing any conduct or practice in connection with the purchase or sale
of any security, or involving the making of any false filing with any state or
with the SEC, entered within five years prior to the filing of the SCOR
registration application; or
(7)
Has violated the law of a foreign jurisdiction governing or regulating any
aspect of the business of securities or banking or, within the past five years,
has been the subject of an action of a securities regulator of a foreign
jurisdiction denying, revoking, or suspending the right to engage in the
business of securities as a dealer, agent, or investment adviser or is the
subject of an action of any securities exchange or self-regulatory organization
operating under the authority of the securities regulator of a foreign
jurisdiction suspending or expelling such person from membership in the
exchange or self-regulatory organization.
(b) The prohibitions of subsection (a)(1)
through (3) and (a)(5) shall not apply if the person subject to the
disqualification is duly licensed or registered to conduct securities related
business in the state or province in which the administrative order or judgment
was entered against the person, or if the dealer employing the person is
licensed or registered in this State and the Form BD filed in this State
discloses the order, conviction, judgment, or decree relating to the
person.
(c) No person disqualified
under this section may act in any capacity other than that for which the person
is licensed or registered. Any disqualification caused by this section is
automatically waived if the jurisdiction which created the basis for
disqualification determines upon a showing of good cause that it is not
necessary under the circumstances that registration be denied.
