J. MILLARD TAWES, Governor                      105

performing similar functions, or any person directly or indirectly
controlling the broker-dealer

(A)   Has filed an application for registration which as of its
effective date, or as of any date after filing in the case of an order
denying effectiveness, was incomplete in any material respect or
contained any statement which was, in light of the circumstances
under which it was made, false or misleading with respect to any
material fact;

(B)  Has willfully violated or willfully failed to comply with any
provision of this sub-title or a predecessor act or any rule or order
under this sub-title or a predecessor act;

(C)   Has been convicted, within the past ten years, of any mis-
demeanor involving a security or any aspect of the securities busi-
ness, or any felony;

(D)   Is permanently or temporarily enjoined by any court of com-
petent jurisdiction from engaging in or continuing any conduct or
practice involving any aspect of the securities business;

(E)  Is the subject of an order of the Commissioner denying,
suspending, or revoking registration as a broker-dealer or agent;

(F)   Is the subject of an order entered within the past five years
by the securities administrator of any other state or by the Securi-
ties and Exchange Commission denying or revoking registration as
a broker-dealer or agent, or the substantial equivalent of those
terms as defined in this sub-title, [or is the subject of an order of
the Securities and Exchange Commission suspending or expelling
him from a national securities exchange or national securities asso-
ciation registered under the Securities Exchange Act of 1934] or is
suspended or expelled from a national securities exchange or national
securities association registered under the Securities Exchange Act
of 1934 either by action of a national securities exchange or national
securities association, the effect of which action has not been stayed
by appeal or otherwise, or by order of the Securities and Exchange
Commission, or is the subject of a United States post-office fraud
order; but (i) the Commissioner may not institute a revocation or
suspension proceeding under clause (F) more than one year from
the date of the order or action relied on, and (ii) he may not enter
an order under clause (F) on the basis of an order under another
state act unless that order was based on facts which would currently
constitute a ground for an order under this section;

(G)   Has engaged in dishonest or unethical practices in the securi-
ties business;

(H) Is insolvent, either in the sense that his liabilities exceed his
assets or in the sense that he cannot meet his obligations as they
mature; but the Commissioner may not enter an order against a
broker-dealer under this clause without a finding of insolvency as to
the broker-dealer; or

(I) Is not qualified on the basis of such factors as training, expe-
rience, and knowledge of the securities business, except as otherwise
provided in sub-section (b).

The Commissioner may by order deny, suspend, or revoke any
registration if he finds (1) that the order is in the public interest
and (2) that the applicant or registrant