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Listing Application Business Combination Pursuant To IM-5100-2 Form. This is a Official Federal Forms form and can be use in Additional Listing Applications NASDAQ.
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Tags: Listing Application Business Combination Pursuant To IM-5100-2, Official Federal Forms NASDAQ, Additional Listing Applications
The NASDAQ Stock Market®
Listing Application: Business
Combination Pursuant to IM-5101-2
This Application should be completed by a company listed on The NASDAQ Stock Market to provide
information regarding a business combination pursuant to Listing Rule IM-5101-2.
PART I
A. Company Information*
COMPANY NAME
SYMBOL(S)
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
ADDRESS
TELEPHONE
FACSIMILE
WEBSITE
B. Company Contacts
Please provide the name, title and email address of the individual(s) to be designated as company
contact(s) for this application. Attach a separate sheet if the address for a designated contact person
differs from the address of the principal executive offices listed above.
NAME
TITLE
EMAIL
NAME
TITLE
EMAIL
NAME
TITLE
EMAIL
*If the Company is changing its name or symbol(s) in connection with the transaction, the Company must submit
the Notification: Change in Company Record to NASDAQ Corporate Data Operations and attach a copy to this form.
PART II
Description of Business Combination
TARGET COMPANY NAME
TARGET COMPANY CURRENT SYMBOL AND MARKET (IF APPLICABLE)
TRANSACTION TERMS
VALUE OF ESCROW ACCOUNT
DATE:
DATE OF INDEPENDENT DIRECTOR APPROVAL
DATE OF SHAREHOLDER APPROVAL
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PART III
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.
Board Members and Executive Officers
Provide a list of all board members and executive officers who will join the company in connection with
the business combination. Identify which of these individuals the company deems to be independent
directors, as defined in NASDAQ Listing Rule 5605, and list the board committee(s) of which the
director is a member.
Regulatory Proceedings/Litigation
1. With respect to the target 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:
a) That are being 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 being asserted under federal and/or state
securities, tax or bankruptcy laws; or
c)
in which claims material to the company are being 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 the 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 response to these questions and
should supplement its response if additional matters arise while the application is pending.
2.
With respect to executive officers and directors who will join the company and ten percent or
greater shareholders who will become ten percent or greater shareholders in connection with the
business combination, provide a detailed description of all inquiries, investigations, lawsuits,
litigation, arbitration, hearings, or any other legal or administrative proceedings:
a) That are or were 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 are or were asserted otherwise alleging fraud, deceit or misrepresentation and
seeking damages in excess of $100,000.
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[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.
B. Affirmation – Please sign and date the application.
I,
, as
NAME OF INDIVIDUAL
of
TITLE
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
C. Submission
Send the Application and supporting documentation to:
The NASDAQ Stock Market LLC
Listing Qualifications
9600 Blackwell Road
Rockville, MD 20850
Telephone: +1 301 978 8008
©April 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market is a registered
trademarks of The NASDAQ OMX Group, Inc.
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