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NDAQ » Topics » Item 6. Exhibits

This excerpt taken from the NDAQ 8-K filed Feb 21, 2008.

(d) Exhibits.

 

10.1    Purchase Agreement, dated February 20, 2008.
99.1    Press Release dated February 21, 2008.

This excerpt taken from the NDAQ 10-Q filed Nov 8, 2006.

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index.

 

39

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

THE NASDAQ STOCK MARKET, INC.

(Registrant)

Date: November 8, 2006   By:  

/s/ ROBERT GREIFELD

  Name:   Robert Greifeld
  Title:   President and Chief Executive Officer
Date: November 8, 2006   By:  

/s/ DAVID P. WARREN

 

Name:

Title:

  

David P. Warren

Executive Vice President and Chief Financial Officer

 

40

Table of Contents

EXHIBIT INDEX

 

Exhibit No.   

Exhibit Name

3.1    Restated Certificate of Incorporation of The Nasdaq Stock Market, Inc. (previously filed with Nasdaq’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed on November 14, 2003).
3.1.1    Certificate of Amendment of the Restated Certificate of Incorporation of Nasdaq filed on May 25, 2005 (previously filed with Nasdaq’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 15, 2006).
3.1.2    Certificate of Amendment of the Restated Certificate of Incorporation of Nasdaq filed on March 13, 2006 (previously filed with Nasdaq’s Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 15, 2006).
3.1.3    Certificate of Amendment of the Restated Certificate of Incorporation of Nasdaq filed on August 1, 2006.
3.1.4    Certificate of Designations, Preferences and Rights of Series C Cumulative Preferred Stock of Nasdaq (previously filed with Nasdaq’s Current Report on Form 8-K filed on December 1, 2004).
3.1.5    Certificate of Designations, Preferences and Rights of Series D Cumulative Preferred Stock of Nasdaq (previously filed with Nasdaq’s Current Report on Form 8-K filed on December 20, 2005).
3.1.6    Certificate of Elimination (previously filed with Nasdaq’s Current Report on Form 8-K on April 4, 2006).
3.2    By-Laws of The Nasdaq Stock Market, Inc. (previously filed with Nasdaq’s Current Report on Form 8-K on August 3, 2006).
10.1    Letter agreement, effective as of July 28, 2006, between The Nasdaq Stock Market, Inc. and Anna Ewing (previously filed with Nasdaq’s Current Report on Form 8-K on August 3, 2006).
11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K). The calculation of per share earnings is set forth in Part I, Item 1, in Note 12 to the Condensed Consolidated Financial Statements, Earnings Per Common Share).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
This excerpt taken from the NDAQ 10-Q filed Aug 8, 2006.

Item 6. Exhibits

 

The exhibits required by this item are listed on the Exhibit Index.

 

46

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE NASDAQ STOCK MARKET, INC.
(Registrant)

Date: August 8, 2006

  

By:

  

/s/    ROBERT GREIFELD        

   

Name:

Title:

  

Robert Greifeld

President and Chief Executive Officer

Date: August 8, 2006

  

By:

  

/s/    DAVID P. WARREN        

   

Name:

Title:

  

David P. Warren

Executive Vice President and Chief Financial Officer

 

47

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit Name

3.1    Certificate of Elimination (previously filed with Nasdaq’s Current Report on Form 8-K on April 4, 2006).
10.1    Amended and Restated Credit Agreement, dated as of May 19, 2006 among The Nasdaq Stock Market, Inc. and the other parties thereto (previously filed with Nasdaq’s Current Report on Form 8-K on May 24, 2006).
10.2    Amended and Restated Term Loan Credit Agreement, dated as of May 19, 2006, among The Nasdaq Stock Market, Inc., Nightingale Acquisition Limited and the other parties thereto (previously filed with Nasdaq’s Current Report on Form 8-K on May 24, 2006).
11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K). The calculation of per share earnings is set forth in Part I, Item 1, in Note 12 to the Condensed Consolidated Financial Statements, Earnings Per Common Share).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
This excerpt taken from the NDAQ 10-Q filed May 10, 2006.

Item 6. Exhibits

 

The exhibits required by this item are listed on the Exhibit Index.

 

45

Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE NASDAQ STOCK MARKET, INC.
(Registrant)

Date: May 10, 2006

  

By:

  

/s/    ROBERT GREIFELD        

    Name: Title:  

Robert Greifeld

President and Chief Executive Officer

Date: May 10, 2006

  

By:

  

/s/    DAVID P. WARREN        

    Name: Title:  

David P. Warren

Executive Vice President and Chief Financial Officer

 

46

Table of Contents

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit Name

10.1    Board Compensation Policy, approved as of March 7, 2006 (previously filed with Nasdaq’s Current Report on Form 8-K on March 14, 2006).
11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K). The calculation of per share earnings is set forth in Part I, Item 1, in Note 12 to the Condensed Consolidated Financial Statements, Earnings Per Common Share).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
This excerpt taken from the NDAQ 10-Q filed Aug 9, 2005.

Item 6. Exhibits

 

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

37

Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

THE NASDAQ STOCK MARKET, INC.

(Registrant)

Date: August 9, 2005   By:  

/s/ ROBERT GREIFELD

    Name:   Robert Greifeld
    Title:   Chief Executive Officer and President
Date: August 9, 2005   By:  

/s/ DAVID P. WARREN

    Name:   David P. Warren
    Title:   Executive Vice President and Chief Financial Officer

 

38

Table of Contents

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit Name

2.1    Agreement and Plan of Merger, dated as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., Norway Acquisition Corp. and Instinet Group Incorporated (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
2.2    Transaction Agreement, dated as of April 22, 2005 by and among The Nasdaq Stock Market, Inc., Norway Acquisition Corp. and Iceland Acquisition Corp. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
4.1    Securities Purchase Agreement, dated as of April 22, 2005, between Norway Acquisition SPV, LLC and The Nasdaq Stock Market, Inc. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
4.2    Note Amendment Agreement, dated as of April 22, 2005, among The Nasdaq Stock Market, Inc., Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., and H&F International Partners IV-B, L.P. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
4.3    Indenture, dated as of April 22, 2005, between The Nasdaq Stock Market, Inc. and Law Debenture Trust Company of New York, as Trustee. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
4.4    Registration Rights Agreement, dated as of April 22, 2005, among The Nasdaq Stock Market, Inc., Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC and Integral Capital Partners VI, L.P. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
4.5    Amended and Restated Securityholders Agreement, dated as of April 22, 2005, among Norway Acquisition SPV, LLC, Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P, Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC, Integral Capital Partners VI, L.P., and The Nasdaq Stock Market, Inc. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
10.1    Stock Repurchase and Waiver Agreement, dated as of April 21, 2005, between The Nasdaq Stock Market, Inc. and National Association of Securities Dealers, Inc. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 27, 2005).
10.2    Support Agreement, dated as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., Reuters C LLC, Reuters Group Overseas Holding (UK) Limited and Reuters Group, PLC (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
10.3    Guarantee Agreement, dated as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., Norway Acquisition SPV, LLC and JPMorgan Chase Bank, N.A., as administrative agent (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
10.4    Blocked Account Control and Security Agreement, dated as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, as depositary (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed April 28, 2005).
10.5    Contract of Sale, dated as of June 10, 2005, between The Nasdaq Stock Market, Inc. and National Association of Securities Dealers, Inc. (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed June 16, 2005).

Table of Contents
11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K. The calculation of per share earnings is set forth in Part I, Item 1, in Note 12 to the Condensed Consolidated Financial Statements (Capital Stock and Earnings Per Share)).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
This excerpt taken from the NDAQ 10-Q filed May 13, 2005.

Item 6. Exhibits

 

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

33

Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE NASDAQ STOCK MARKET, INC.
(Registrant)

Date: May 10, 2005

  

By:

  

/s/    ROBERT GREIFELD        

    Name: Title:  

Robert Greifeld

Chief Executive Officer and President

Date: May 10, 2005

  

By:

  

/s/    DAVID P. WARREN        

    Name: Title:  

David P. Warren

Executive Vice President and Chief Financial Officer

 

34

Table of Contents

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit Name

11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K. The calculation of per share earnings is set forth in Part I, Item 1, in Note 11 to the Condensed Consolidated Financial Statements (Capital Stock and Earnings Per Share)).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
99.1    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Bruce Aust.
99.2    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Christopher Concannon.
99.3    Revised Letter Agreement, effective as of March 28, 2005, between The Nasdaq Stock Market, Inc. and Adena Friedman.
99.4    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and John L. Jacobs.
99.5    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Steven Randich.
99.6    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and David P. Warren.

 

35

This excerpt taken from the NDAQ 10-Q filed May 10, 2005.

Item 6. Exhibits

 

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

33

Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE NASDAQ STOCK MARKET, INC.
(Registrant)

Date: May 10, 2005

  

By:

  

/s/    ROBERT GREIFELD        

    Name: Title:  

Robert Greifeld

Chief Executive Officer and President

Date: May 10, 2005

  

By:

  

/s/    DAVID P. WARREN        

    Name: Title:  

David P. Warren

Executive Vice President and Chief Financial Officer

 

34

Table of Contents

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit Name

11.1    Computation of Per Share Earnings (omitted in accordance with section (b)(11) of Item 601 of Regulation S-K. The calculation of per share earnings is set forth in Part I, Item 1, in Note 11 to the Condensed Consolidated Financial Statements (Capital Stock and Earnings Per Share)).
31.1    Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).
31.2    Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1    Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
99.1    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Bruce Aust.
99.2    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Christopher Concannon.
99.3    Revised Letter Agreement, effective as of March 28, 2005, between The Nasdaq Stock Market, Inc. and Adena Friedman.
99.4    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and John L. Jacobs.
99.5    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and Steven Randich.
99.6    Revised Letter Agreement, effective as of March 23, 2005, between The Nasdaq Stock Market, Inc. and David P. Warren.

 

35

EXCERPTS ON THIS PAGE:

8-K
Feb 21, 2008
10-Q
Nov 8, 2006
10-Q
Aug 8, 2006
10-Q
May 10, 2006
10-Q
Aug 9, 2005
10-Q
May 13, 2005
10-Q
May 10, 2005

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