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NDAQ » Topics » Implementation Process

This excerpt taken from the NDAQ DEF 14A filed Aug 22, 2005.

Implementation Process

 

The Nasdaq Board has approved conforming amendments to our By-Laws that also would be implemented upon registration of Exchange LLC as a national securities exchange. The Certificate of Incorporation and By-Laws are considered rules of a self-regulatory organization under the Exchange Act. As such, amendments to these documents must be filed with the SEC. Nasdaq has filed the Holdco Amendments and the conforming amendments to the By-Laws with the SEC and, if approved by the SEC, and by Holders at the special meeting,

 

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Nasdaq intends to file the Holdco Amendments with the Delaware Secretary of State in accordance with the schedule discussed above, whereupon the amendments will be immediately effective. Changes to the By-Laws are not required to be filed with the Delaware Secretary of State.

 

The Holdco Amendments will make changes to Article Fourth, Section (C)(6), which is also subject to amendment in the event Holders approve the Voting Charter Amendment discussed in Proposal II. The complete text of the proposed Termination Amendment is set forth as Annex B to this proxy statement. The complete text of the remainder of the Holdco Amendments is set forth as Annex C to this proxy statement.

 

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