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Listing Application For Companies Switching From The NYSE AMEX 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®
Listing Application For Companies
Switching From NYSE AMEX
PART I: Company Information
COMPANY NAME
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
STATE OF INCORPORATION
DATE OF INCORPORATION
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®
Application - Primary Contact
Please provide a primary contact for the purposes of processing this Listing Application.
NAME
FIRM
ADDRESS
PHONE
FAX
EMAIL
Company Contact
If the primary contact supplied above is someone other than an employee of the company, please provide a
contact at the company.
NAME
ADDRESS
PHONE
EMAIL
PART II: 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. If you intend to list on NASDAQ® under your current trading symbol, please indicate so by providing
your current trading symbol here.
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If you intend to list on NASDAQ under a new trading symbol please 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.
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. 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
PHONE
FAX
EMAIL
TRANSFER AGENT LPA NUMBER
5. For American Depositary Shares (ADS), list the name and address of Depositary Bank:
NAME
ADDRESS
PHONE
FAX
EMAIL
6. 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 any relevant inquiry.
PART III: Board Member Information
Please provide the following information regarding any individuals that have either joined or left the
applicant's board since the date of the applicant’s last proxy statement. Attach an additional sheet, if
necessary.
New Board Members
Provide each board member’s full name (first, middle and last).
NAME
DATE SERVICE COMMENCED
PRIMARY EMPLOYER AND POSITION (IF APPLICABLE)
DEEMED INDEPENDENT UNDER NASDAQ’S RULES
Yes
No
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BOARD COMMITTEE PARTICIPATION (IF ANY)
Audit Committee
Compensation Committee
Nominations Committee
Other (please specify)
Departing Board Members
NAME
DATE SERVICE ENDED
Board Composition and Committees
Submit a completed Corporate Governance Certification Form, a copy of which can be found in the NASDAQ
OMX Listiing Center. Please note that this form need not necessarily accompany the company’s initial
submission.
PART IV: Additional Information and Documentation
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:
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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 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.
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
Submission
Send the Application and supporting documentation to:
The NASDAQ Stock Market LLC
Listing Qualifications
9600 Blackwell Road
Rockville, MD 20850
©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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