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Global Listing Application Form. This is a Official Federal Forms form and can be use in Additional Listing Applications NASDAQ.
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The NASDAQ Stock Market®
Global Listing Application
The NASDAQ OMX Group is able to facilitate a company’s listing on stock markets around the globe. An
issuer that is applying for listing on The NASDAQ Stock Market may use this Global Listing Application to
simultaneously begin the listing process on the OMX Nordic Exchange Stockholm and NASDAQ Dubai.
Please check the markets for which the company is seeking to list:
NASDAQ Stock Market
OMX Nordic Exchange Stockholm
NASDAQ Dubai
NASDAQ will share information with representatives from the OMX Nordic Exchange Stockholm and
NASDAQ Dubai, as applicable, to facilitate the company’s listing. Representatives of those exchanges will
contact the primary contact listed below. If the company has any questions about this application or the
listing process, please contact the NASDAQ OMX Global Listing Center at glc@nasdaqomx.com or the
individuals listed on page 9 of this application.
Companies may complete and submit this application and related documents online in the NASDAQ Listing
Center.
PART I
A. Company Information
COMPANY NAME
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
ADDRESS
PHONE
FAX
STATE OF INCORPORATION
WEBSITE
DATE OF INCORPORATION
SEC FILE NUMBER
STANDARD INDUSTRIAL CLASSIFICATION (SIC) CODE
CENTRAL INDEX KEY NUMBER (CIK)
B. NASDAQ Market Choice: An issuer seeking to list on either the Global Select Market or the
Global Market will be approved for the market tier with the highest listing standards that the company
meets.
NASDAQ Global Select Market®
NASDAQ Global Market®
NASDAQ Capital Market®
C. Application – Primary Contact
Please provide a primary contact for the purposes of processing this Listing Application.
NAME
FIRM
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
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D. Company Contacts
Please provide the name and email address of the individual(s) to be designated as company contact(s) in
the following areas. Attach a separate sheet if the address for a designated contact person differs from the
address of the principal executive offices listed above.
CHIEF EXECUTIVE OFFICER
EMAIL
CHIEF FINANCIAL OFFICER
EMAIL
INVESTOR RELATIONS OFFICER
EMAIL
OTHER
EMAIL
OTHER
EMAIL
E. Investment Banker or Market Maker Contacts
Please provide the following information regarding the investment bankers in the underwriting group or
the market makers who will make a market in the company’s securities.
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
FAX
EMAIL
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
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PART II
A. Security Information
1. Description of issue(s) to be listed (include current symbol(s), par or stated value, warrant expiration
date and exercise price, ratio for American Depositary Shares to underlying shares, and other relevant
information):
2. Provide three (3) proposed trading symbols in order of preference. All choices must comprise of one to
five alpha characters. If a NASDAQ® symbol has been previously reserved, list only that symbol.
Questions regarding symbols should be directed to the NASDAQ Symbol Coordinator at
symbol.reservation@nasdaqomx.com.
3. Please list the CUSIP* number for each issue for which application is being made.
Issue(s) to be listed:
CUSIP Number*:
*CUSIP Service Bureau can be reached at +1 212 438 6565 or www.cusip.com.
4. Will the CUSIP number(s) be included in the file of eligible issues of a registered securities depository upon
Yes
No
the commencement of trading?
5. Transfer Agent – The Transfer Agent must be a participant in a Direct Registration Program operated
by a clearing agency registered under Section 17A of the Exchange Act.
NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
TRANSFER AGENT LPA NUMBER
6. For American Depositary Shares (ADS), list the name and address of Depositary Bank:
NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
Confirm that the ADS have been issued in a sponsored program:
Yes
No
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7. Does the company have any class of common stock or other security entitling the holder(s)
to differential voting rights, dividend payments, or other preferences?
Yes
No
If “yes,” please provide a complete description of such rights or preferences.
8. If there is an existing public market for the issue(s) covered by this application, please identify each
security, marketplace and trading symbol.
9. Has the company or any of its predecessors previously applied or requested a review of eligibility to
have its securities listed or quoted on any marketplace? If so, please provide the name of the
marketplace, and the date and outcome of the application. In addition, state whether the company’s
securities have ever been delisted; the date and reasons for any delisting; whether the issuer is (was)
the subject of any inquiries or investigations by a securities exchange; and the outcome or resolution
of such inquiries or investigations. Please note that the issuer’s obligation to respond to this question
is ongoing and the issuer must promptly advise NASDAQ of receipt of any relevant inquiry.
10. Is the company seeking to list, pursuant to, or in connection with, a merger with a NASDAQlisted company?
Yes
No If yes, please provide a brief description of the proposed
transaction. Be sure to identify the surviving company that will list on NASDAQ following the proposed
transaction. Please also provide the desired symbol. Please note that the new company may be
required to execute new listing application and listing agreement forms. All new officers and directors
must be identified in these updated forms.
B. Type of Listing
Please complete the applicable section(s) below.
Public Offerings
1a.
Method by which securities are being offered:
Initial Public Offering
Reorganization
Distribution
Secondary Offering
Exchange Offer
Spin-off
Merger
Conversion
Other (please specify):
1b. If distribution or spin-off, please provide parent company name:
2.
Type of offering:
Firm Commitment
Best Efforts — minimum/maximum
Best Efforts — all or none
Other (please specify):
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3.
Anticipated number of round lot beneficial shareholders after the offering:
Anticipated number of beneficial shareholders after the offering:
4.
Expected effective date of registration statement:
5.
Expected closing date of offering:
6. Will delivery of stock certificates (to the members of the underwriting group for distribution) be
within three business days of initial inclusion on NASDAQ?
Yes
No
If “no”, please note that this will result in a “when-issued’ trading market.
7.
Will the stock certificates contain any restrictive legends?
If “yes,” please describe:
Yes
No
Public Securities
1.
Number of round lot beneficial shareholders:
Date:
Number of beneficial shareholders:
Date:
Please attach confirmation from transfer agent, proxy solicitation firm, or other independent source.
2.
Please designate the appropriate registration category of each issue. A copy of the appropriate
document evidencing registration must accompany this application.
Section 12(b) of 1934 Act
Investment Company Act of 1940
Section 12(g) of 1934 Act
Other (please specify):
3.
Has the company filed a Form 10 registration statement, or equivalent document, within the past 12
months for purposes of registering a class of securities under Section 12 of the 1934 Act with the
Securities and Exchange Commission (SEC) or other regulatory authority?
Yes
No
If “yes,” please provide a copy of the complete filing and include comments from the SEC or
appropriate regulatory authority and the company’s responses thereto.
Date of SEC effectiveness:
Date cleared all SEC comments:
PART III
Board Member Information
Please provide the following information regarding applicant's board members. Provide each board
member’s full name (first, middle and last). In addition, while not required, it would facilitate our
regulatory review process, if you also provide the date of birth for each board member. Attach an
additional sheet if necessary.
NAME
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
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NAME
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
NAME
EMAIL
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
NAME
EMAIL
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
NAME
EMAIL
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
NAME
EMAIL
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
NAME
EMAIL
DATE OF BIRTH
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
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Board Composition and Committees
1.
Submit a completed Corporate Governance Certification Form, a copy of which can be found in
the NASDAQ OMX Listing Center. Please note that this form need not necessarily accompany the
company’s initial submission.
2. Provide a list of all independent directors, as defined in NASDAQ Listing Rule 5605(a)(2). Please
indicate each director’s board committee participation.
PART IV
A. Additional Documentation and Information
The fact that an applicant may meet NASDAQ’s numerical guidelines does not necessarily mean that its
application will be approved. In connection with the review of any application, and as set forth in the
NASDAQ Listing Rules, NASDAQ reserves the right to request additional information or documentation,
public or non-public, deemed necessary to make a determination regarding a security’s qualification for
initial inclusion, including but not limited to, any material provided to or received from the Securities
and Exchange Commission or other regulatory authority.
Please provide the following information in a separate attachment to this application.
Regulatory Proceedings/Litigation
1. With respect to the company, its predecessors and its subsidiaries, provide a detailed description of
all inquiries, investigations, lawsuits, litigation, arbitration, hearings, or any other legal or
administrative proceedings commenced within the past ten years:
a)
that are or were initiated or conducted by any regulatory, civil or criminal agency (including but
not limited to the SEC, FINRA, PCAOB, state securities regulators, Commodities Futures Trading
Commission, Department of Justice, state bar associations, state boards of accountancy, or any
foreign regulatory, civil or criminal authority); or
b) in which claims material to the company are or were asserted under federal and/or state
securities, tax or bankruptcy laws; or
c)
in which claims material to the company are or were asserted otherwise alleging fraud, deceit or
misrepresentation. To the extent that such items have been disclosed in the company’s SEC
filings, the applicant may refer to and/or submit copies of the relevant SEC’s filings in which
such matters were disclosed in lieu of providing a detailed description.
In connection with all proceedings that have been concluded, please provide documentation, which
reflects the final disposition of each proceeding. The company should update Staff promptly of any
and all material developments related to the matters identified in the response to these questions
and should supplement its response if additional matters arise while its application is pending.
2. With respect to current executive officers, directors, and ten percent or greater shareholders,
provide a detailed description of all inquiries, investigations, lawsuits, litigation, arbitration,
hearings, or any other legal or administrative proceedings:
a)
that are or were initiated or conducted by any regulatory, civil or criminal agency (including but
not limited to the SEC, FINRA, PCAOB, state securities regulators, Commodities Futures Trading
Commission, Department of Justice, state bar associations, state boards of accountancy, or any
foreign regulatory, civil or criminal authority); or
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b) in which claims are or were asserted otherwise alleging fraud, deceit or misrepresentation and
seeking damages in excess of $100,000.
[Note: With respect to questions 2a and 2b, there is no limit on the time frame covered by the
request.]
Upon review of the information provided by the applicant, Staff may request additional information,
such as copies of all court and administrative filings, and documents, which reflect the substance of the
allegations of any proceedings described above, and the sanctions imposed, including but not limited to,
complaints, indictments, opinions, orders, final judgments, letters of censure, consents, undertakings
and SEC formal orders of investigation.
Other
1. Provide a list of any and all bridge financings, shelf registrations, Regulation S offerings, or private
placements consummated within the prior six months. Describe the transactions in detail (i.e.,
date, price per share, discount, terms of conversion, the investors and their relationship to the
company or other participants in the transactions), including the terms and conditions of any resale
restrictions.
2.
Please note that securities of companies listing on NASDAQ are required to be eligible for a Direct
Registration Program operated by a clearing agency registered under Section 17A of the Exchange
Act, such as the one offered by The Depository Trust Company (“DTC”). To be eligible, an issuer is
required to use a transfer agent that meets DTC’s insurance and connectivity requirements.
Further, the transfer agent must instruct DTC to designate the company’s securities as direct
registered eligible securities. In addition, the issuer’s governing documents, such as its by-laws,
must permit securities that are not represented by certificates. Please note that this rule does not
apply to non-equity securities which are book-entry-only.
Please provide a written confirmation from the company’s transfer agent that the security to be
listed is eligible for a Direct Registration Program, or will be on the commencement of trading on
NASDAQ, or indicate that the security is a non-equity security that is issued in book-entry form
only.
B. Affirmation – Please sign and date the application.
I,
, as
NAME OF INDIVIDUAL
TITLE
of
COMPANY NAME
hereby certify, to the best of my knowledge and belief, that the information contained in the
application is true and correct, as of the date below, and will notify NASDAQ promptly of any material
changes.
Signature of Company Officer
SIGNATURE
DATE
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C. Submission
Send the Application and supporting documentation to:
The NASDAQ Stock Market LLC
Listing Qualifications
9600 Blackwell Road
Rockville, MD 20850
Phone: +1 301 978 8008
Please see the Application Guides for information concerning the submission of the non-refundable
application fee and the balance of the entry fee.
D. Questions
The following individuals in NASDAQ OMX’s Global Listing Center have expertise on the listing processes
of the NASDAQ Stock Market, the OMX Nordic Exchange Stockholm and NASDAQ Dubai. If you have
any questions about the listing process or need assistance with this Global Listing Application please
contact:
Benjamin Haskell
+1 301 978 8092
Benjamin.Haskell@nasdaqomx.com
William Slattery
+1 301 978 8088
William.Slattery@nasdaqomx.com
©April 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market, NASDAQ, The NASDAQ Global
Select Market, The NASDAQ Global Market and The NASDAQ Capital Market are registered trademarks of The NASDAQ OMX
Group, Inc.
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