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These excerpts taken from the NDAQ 10-Q filed May 8, 2009.

Index

 

Exhibit

Number

    
  3.1    Certificate of Elimination of the Series D Preferred Stock of NASDAQ OMX (previously filed with our Current Report on Form 8-K on March 12, 2009).
11    Statement regarding computation of per share earnings (incorporated herein by reference from Note 12 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).
31.1    Certification of 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.

 

51

This excerpt taken from the NDAQ 8-K filed Mar 24, 2009.

EXHIBIT INDEX

 

Exhibit

Number

 

Description

Exhibit 100.INS   XBRL Instance Document
Exhibit 100.SCH   XBRL Taxonomy Extension Schema Document
Exhibit 100.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 100.DEF   XBRL Taxonomy Extension Definition Linkbase
Exhibit 100.LAB   XBRL Taxonomy Extension Label Linkbase Document
Exhibit 100.PRE   XBRL Taxonomy Extension Presentation Linkbase Document
This excerpt taken from the NDAQ 8-K filed Dec 18, 2008.

EXHIBIT INDEX

 

Exhibit Number

  

Description

Exhibit 100.INS   

XBRL Instance Document

Exhibit 100.SCH   

XBRL Taxonomy Extension Schema Document

Exhibit 100.CAL   

XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 100.LAB   

XBRL Taxonomy Extension Label Linkbase Document

Exhibit 100.PRE   

XBRL Taxonomy Extension Presentation Linkbase Document

This excerpt taken from the NDAQ 10-Q filed Nov 7, 2008.

Index

 

Exhibit

Number

   

  3.2

  By-Laws of The NASDAQ OMX Group, Inc. (previously filed with our Current Report on Form 8-K on July 29, 2008).

11

  Statement regarding computation of per share earnings (incorporated herein by reference from Note 11 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).

31.1

  Certification of 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.

 

70

This excerpt taken from the NDAQ 10-Q filed Aug 8, 2008.

Index

 

Exhibit

Number

    
10.1    Board Compensation Policy, approved as of April 16, 2008.
10.2    First Amendment to Regulatory Services Agreement, dated as of March 28, 2008, among FINRA and The NASDAQ Stock Market LLC.
11    Statement regarding computation of per share earnings (incorporated herein by reference from Note 11 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).
31.1    Certification of 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.

 

59

This excerpt taken from the NDAQ 10-Q filed May 9, 2008.

Index

 

Exhibit

Number

    

  4.1

   Indenture, dated as February 26, 2008, between The NASDAQ OMX Group, Inc. and The Bank of New York (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008) relating to 2.50% convertible senior notes due 2013.

  4.2

   Form of 2.50% Convertible Senior Note due 2013 (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

  4.3

   Registration Rights Agreement, dated February 26, 2008, among The NASDAQ OMX Group, Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

10.1

   Purchase Agreement, dated February 20, 2008, among The NASDAQ OMX Group, Inc., J.P. Morgan Securities Inc. and Banc of America (previously filed with NASDAQ OMX’s Current Report on Form 8-K on February 21, 2008).

10.2

   Amendment to the OMX Transaction Agreement, dated as of February 27, 2008, among The NASDAQ OMX Group, Inc., Borse Dubai Limited and BD Stockholm AB (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

10.3

   NASDAQ OMX Stockholders’ Agreement, dated as of February 27, 2008, between The NASDAQ OMX Group, Inc. and Borse Dubai Limited (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

10.4

   Registration Rights Agreement, dated as of February 27, 2008, among The NASDAQ OMX Group, Inc., Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

10.5

   Credit Agreement, dated February 27, 2008, among The NASDAQ OMX Group, Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank, and JPMorgan Chase Bank, N.A., as Syndication Agent (previously filed with NASDAQ OMX’s Current Report on Form 8-K on March 3, 2008).

11

   Statement regarding computation of per share earnings (incorporated herein by reference from Note 11 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).

31.1

   Certification of 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.

 

79

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

Exhibit Index

 

Exhibit No.

 

Description

10.1   Purchase Agreement, dated February 20, 2008.
99.1   Press Release dated February 21, 2008.
This excerpt taken from the NDAQ 8-K filed Feb 20, 2008.

Exhibit Index

 

Exhibit No.

  

Description

99.1    Press Release dated February 20, 2008.
99.2    Regulation FD Disclosure.
This excerpt taken from the NDAQ 10-Q filed Nov 9, 2007.

Index

 

Exhibit

Number

   
10.1   Third Amended and Restated Commitment Letter, dated as of November 6, 2007, from Bank of America, N.A., Banc of America Securities LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. to The Nasdaq Stock Market, Inc.
10.2   Letter Agreement, dated as of September 19, 2007, among The Nasdaq Stock Market, Inc., Nightingale Acquisition Limited and Borse Dubai Limited.
10.3   Terms of Sale, dated as of September 21, 2007, among UBS Limited, J.P. Morgan Securities Ltd. and Nightingale Acquisition Limited.
10.4   Supplement, dated as of September 20, 2007, between OMX AB (publ) and The Nasdaq Stock Market, Inc.
10.5   Letter Agreement, dated as of September 20, 2007, between The Nasdaq Stock Market, Inc. and Borse Dubai Limited.
10.6   Amendment to the Letter Agreement, dated as of September 26, 2007, between The Nasdaq Stock Market, Inc. and Borse Dubai Limited.
11   Statement regarding computation of per share earnings (incorporated herein by reference from Note 9 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).
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.

 

50

This excerpt taken from the NDAQ 8-K filed Nov 8, 2007.

Exhibit Index

 

Exhibit No.   

Description

  5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1    Consent of PricewaterhouseCoopers AB
99.1    Description of Nasdaq Capital Stock
This excerpt taken from the NDAQ 10-Q filed Aug 1, 2007.

Exhibit Index

 

Exhibit
Number
   
10  

Interim Loan Agreement, dated August 1, 2007 among The Nasdaq Stock Market, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and the other lenders party thereto.

11   Statement regarding computation of per share earnings (incorporated herein by reference from Note 9 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).
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.

 

38

This excerpt taken from the NDAQ 8-K filed May 31, 2007.

Exhibit Index

 

Exhibit No.   

Exhibit

10.1    Transaction Agreement between OMX AB and The Nasdaq Stock Market, Inc., dated May 25, 2007
10.2    Irrevocable Undertaking between The Nasdaq Stock Market, Inc. and Investor AB, dated May 25, 2007
10.3    Irrevocable Undertaking between The Nasdaq Stock Market, Inc. and Nordea Bank AB, dated May 25, 2007
10.4    Irrevocable Undertaking between The Nasdaq Stock Market, Inc. and Magnus Böcker, dated May 25, 2007
This excerpt taken from the NDAQ 8-K filed May 25, 2007.

Exhibit Index

 

Exhibit No.   

Exhibit

99.1    The Nasdaq Stock Market, Inc. press release, dated May 25, 2007.
This excerpt taken from the NDAQ 10-Q filed May 9, 2007.

Exhibit Index

 

Exhibit
Number
   
11   Statement regarding computation of per share earnings (incorporated herein by reference from Note 9 to the condensed consolidated financial statements under Part I, Item 1 of this Form 10-Q).
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.

 

34

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

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.

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 8-K filed May 11, 2006.

EXHIBIT INDEX

 

Exhibit No.  

Description

5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, re: legality
This excerpt taken from the NDAQ 10-Q filed May 10, 2006.

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 Nov 8, 2005.

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Name


  9.1    Third Amendment to Voting Trust Agreement among The Nasdaq Stock Market, Inc., National Association of Securities Dealers, Inc., and The Bank of New York, dated as of August 31, 2005 (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed September 1, 2005).
10.1    OTCBB and OTC Equities Revocation of Delegation and Asset Transfer and Services Agreement among The Nasdaq Stock Market, Inc. and National Association of Securities Dealers, Inc., executed September 2, 2005 (attached as an exhibit to Nasdaq’s Current Report on Form 8-K, filed September 9, 2005).
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 Chief Executive Officer and President 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.

 

47

This excerpt taken from the NDAQ 10-Q filed Aug 9, 2005.

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.

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.

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 8-K filed Apr 28, 2005.

EXHIBIT INDEX

 

Exhibit No.

  

Description


2.1    Agreement and Plan of Merger, dated April 22, 2005, by and among The Nasdaq Stock Market, Inc., Norway Acquisition Corp. and Instinet Group Incorporated. Filed without schedules. The Company agrees to furnish a copy of any such schedule to the Securities and Exchange Commission upon request.
2.2    Transaction Agreement, dated April 22, 2005 by and among The Nasdaq Stock Market, Inc., Norway Acquisition Corp. and Iceland Acquisition Corp.
4.1    Securities Purchase Agreement, dated as of April 22, 2005, between Norway Acquisition SPV, LLC and The Nasdaq Stock Market, Inc.
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.
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.
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.
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.


99.1    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.
99.2    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.
99.3    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.
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