OVER THE COUNTER Definition

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OVER THE COUNTER (OTC) is a U.S. market for securities that are not listed on an exchange. Security orders are transacted via telephone and a computer network that connect dealers. As opposed to the NYSE, which is an auction market, the OTC is a negotiated market. OTC dealers may either act either as principals or as agents for customers. The OTC market is regulated by the NASD.

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CUSIP NUMBER is a unique nine-character alpha/numeric code assigned to a security by Standard & Poor's Corporation, which appears on the face of each certificate. The primary use of the number is to expedite the clearance and settlement process.

IMMATERIALITY is of complete irrelevance requiring no further consideration.

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