NDAQ » Topics » ASSIGNMENT

This excerpt taken from the NDAQ 8-K filed Apr 28, 2005.

ASSIGNMENT

 

For value received                             hereby sell(s) assign(s) and transfer(s) unto                                  (Please insert social security or other Taxpayer Identification Number of assignee:                    ) the within Series B Note, and hereby irrevocably constitutes and appoints                                          attorney to transfer said Series B Note on the books of the Company, with full power of substitution in the premises.

 

In connection with any transfer of the Note prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the undersigned confirms that such Note is being transferred:

 

  ¨ To the Nasdaq Stock Market, Inc. or a subsidiary thereof; or

 

  ¨ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

 

  ¨ Pursuant to and in compliance with any provision or rule (other than Rule 144) under the Securities Act of 1933, as amended; or

 

  ¨ Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer;

 

and unless the Note has been transferred to The Nasdaq Stock Market, Inc. or a subsidiary thereof, the undersigned confirms that such Note is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended.

 

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

 

Dated:                     

 

 


 


Signature(s)
Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to,

 

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or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 


Signature Guarantee

 

NOTICE: The signature on the Conversion Notice, the Fundamental Change Repurchase Election or the Assignment must correspond with the name as written upon the face of the Series B Note in every particular without alteration or enlargement or any change whatever.

 

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