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This excerpt taken from the NDAQ 8-K filed Apr 28, 2005. FORM OF CONVERSION NOTICE
TO: THE NASDAQ STOCK MARKET, INC. One Liberty Plaza New York, NY 10006
The undersigned registered owner of this Series B Note hereby irrevocably exercises the option to convert this Series B Note, or the portion thereof (which is $1.00 Principal Amount or a multiple thereof) below designated, into Common Stock of The Nasdaq Stock Market, Inc. in accordance with the terms of the Indenture referred to in this Series B Note, and directs that the [shares of Common Stock] [funds in payment of the lesser of the aggregate principal amount of the Series B Notes being converted and the Conversion Value and any shares issuable and deliverable upon such conversion], together with any funds in payment of fractional shares, if any, payable upon such conversion and any Series B Notes representing any unconverted Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If funds, shares or any portion of this Series B Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest accompanies this Series B Note.
Dated:
B-12
Fill in the registration of shares of Common Stock if to be issued, and Series B Notes if to be delivered, other than to and in the name of the registered holder:
B-13
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