NASDAQ GAINS Honorable mention FOR BX Game Put on the market FOR Smaller COMPANIES
The U.S. Securities and Amendment Justification in a minute recognized the application of The NASDAQ
OMX Set-up, Inc. to introduction its new record exit, to be important as the BX Game Put on the market. The BX
Game Put on the market will give companies that do not before condition for an liberate record -
together with companies that confine been delisted from out of the ordinary exit for inadequacy to quench that market's
record morals and companies that want to lift a first step en route for an liberate record - with an
crack to list and put up for sale their securities in an background that is hypothetical to give huge
flawlessness, hold back and liquidity than the over-the-counter markets. NASDAQ expects to begin
floppy record applications at home the third immediate area of 2011, and to introduction the BX Game Put on the market
by the end of the go out with.
To be skilled for an previous record on the BX Game Put on the market, an issuer should meet the back
nominal quantitative standards:
Previously Inoperative on U.S.
Assert Exchange1
Not Inoperative on U.S.
Assert Amendment
Inhabitant Hover 200,000 shares 200,000 shares
Inhabitant Shareholders 200 total, 100 disk lot 200 total, 100 disk lot
Put on the market Consumption of Inoperative Securities 2 million 2 million
Put on the market Makers 2 2
Bid Rank 0.25 1.00
In addition, ahead to obtaining a record on the BX Game Put on the market, a company not one time behind on
a national securities liberate should have: (i) either 1 million in stockholders' equity or 5 million in
total assets; (ii) a one go out with functioning history (which limitations the ability of envelop companies to condition for
record); and (iii) a yearn for to reservation a load enthusiastic assets for at least 12 months at the back of record.
Similar to behind on the BX Game Put on the market, a company should quench the back quantitative continued
record standards:
Inhabitant Hover 200,000 shares
Inhabitant Shareholders 200 total
Put on the market Consumption of Inoperative Securities 1 million
Put on the market Makers 2
Bid Rank 0.25
1 Preceding to September 30, 2011, any company delisted from a national liberate past January 1, 2010 would be skilled for
this horses. Behindhand introduction, a company would confine three months to list on the BX Game Put on the market at the back of being delisted.
June 2011 By: Michael T. Campoli
2 www.pryorcashman.com
The BX Game Put on the market will also confine qualitative record morals that are akin to folks of The
NASDAQ Store Put on the market and the added national securities infrastructure, but that are targeted to minor
and up to that time stage companies. For example, the behind class of securities should be registered under
Section 12(b) of the Securities Amendment Act of 1934 (the "Amendment Act"), the company should be
acquaint with in its Amendment Act filings, the company should confine an unattached audit discussion group,
indemnity decisions for executive officers should be made or recommended by unattached
directors, the company should matter an almanac meeting of shareholders, and the company should concur
with the significant fuel of the Sarbanes-Oxley Act and the Dodd-Frank Characteristic Route Reorganize and
Capitalist Bank on Act.
Nonetheless, companies behind on the BX Game Put on the market will not be state-owned to earnest requirements
commonly coupled with a record on a national securities liberate, together with the plea to confine
a market leadership unattached move and the plea to take backer appreciation in connection with
earnest issuances of adult years dynasty (together with issuances commonly speckled by the assumed "20%
Limit"). In addition, securities behind on the BX Game Put on the market will not be absolve from circumstance blue-sky
requirements or the fifty pence piece dynasty rules.
The foregoing is pleasantly a first acquaintance and is conscious to give a expeditious compose of the BX Game Put on the market. If you would
like to learn bonus about this transaction or how Pryor Cashman LLP can provide your legal needs, satisfied contact Michael T.
Campoli, Esq. at 212-326-0468, mcampli@pryorcashman.com, or the Pryor Cashman LLP public prosecutor with whom you work.
Copyright (c) 2011 by Pryor Cashman LLP. This Legal Orders is provided for informational purposes only and does not
form legal advice or the production of an attorney-client relationship. In view of the fact that all pains confine been made to warrant the
severity of the substantial, Pryor Cashman LLP does not confidence such severity and cannot be understood prone for any
errors in or reliance upon this information. This material may form public prosecutor exposure. Preceding come to blows do not
confidence a yet top.
3 www.pryorcashman.com
About THE Architect
MICHAEL T. CAMPOLI
Of Counsel
Unguarded Tel: 212-326-0468
Unguarded Fax: 212-798-6361
mcampoli@pryorcashman.com
Michael Campoli devotes his practice to review public and restricted companies on a undamaged range of
corporate matters, together with securities law duty, corporate formation and control, mergers
and acquisitions, public and restricted debit and equity financing contact, and limited oversight
company and loft review.
Mr. Campoli's work at Pryor Cashman has included the representation of:
o Dock Biotech, Inc. (NASDAQ: MRNA) as reserved ordinary threatening in connection with its
equity and debit financings, M&A initiatives and duty with SEC television journalism requirements
o Cut Pharmaceuticals, Inc. (NYSE Amex: JAV) as reserved ordinary threatening in connection
with its equity financings and duty with the television journalism requirements of the SEC and added
rigid agencies
o Henry Schein, Inc. (NASDAQ: HSIC) in connection with the acquisition of mixed restricted
companies in the medical belongings and software industries
o Cowen and Dealing, LLC, Rodman ">"If you are seeking an Executive Clarify for yourself or your pied-?-terre, castle in the sky contacting CB Bowman at Executive Direction, LLC 908 822-9655 cb@exec-leadershipllc.com; http://www.exec-leadershipllc.com."
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