These excerpts taken from the NDAQ 8-K filed Mar 3, 2008.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of February 27, 2008 (this Registration Rights Agreement), among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, Nasdaq), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, Borse Dubai), and Borse Dubai Nasdaq Share Trust, a Delaware statutory trust, (the Trust and, together with Borse Dubai, the Initial Holders). Nasdaq, Borse Dubai and the Trust are sometimes referred to herein as a Party and collectively as the Parties.
Registration Rights Agreement
On February 26, 2008, Nasdaq entered into a registration rights agreement with the initial purchasers for the benefit of holders of the Notes (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, in the event that registrable securities are held by non-affiliates on the day that is six months after the last date of original issuance of the Notes, Nasdaq will file, and have declared effective, by such date a shelf registration statement under the Securities Act to register resales of the registrable securities. Registrable securities is defined in the Registration Rights Agreement to mean the Notes and any shares of Nasdaq Common Stock into which the Notes are convertible, excluding any Notes or shares of Nasdaq Common Stock into which the Notes are convertible that are eligible to be sold to the public pursuant to Rule 144 under the Securities Act on any relevant date of determination.
If at anytime thereafter, Nasdaq is not current on its reporting obligations under the Securities Exchange Act of 1934, as amended, it will file and have declared effective a shelf registration statement covering the resale of the registrable securities and use its best efforts to keep any such shelf registration statement effective until the earliest of:
Nasdaq is permitted to suspend the use of the prospectus that is a part of such shelf registration statement for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 90 days in any 12-month period under certain circumstances relating to pending corporate developments, public filings with the Securities and Exchange Commission (the Commission) and similar events.
Nasdaq also agreed to file with, and have declared by, the Commission a shelf registration statement for any holder of registrable securities from the day that is six months after the last date of original issuance of the Notes until one year from the last date of the original issuance of the Notes, provided that such holder of registrable securities has requested such registration at least 30 days prior to the date such shelf registration statement is to be filed.
In addition, as of the one year-anniversary of the last date of original issuance of the notes, Nasdaq will remove restrictive legends from the Notes and any shares of Nasdaq Common Stock issued upon conversion of the Notes.
Subject to certain exceptions, if Nasdaq does not file a shelf registration for holders of registrable securities (or the prospectus contained therein ceases to be usable in connection with resales of Notes and any Nasdaq Common Stock issuable upon conversion of the Notes) or fails to remove the restrictive legends within the specified time periods, Nasdaq will pay additional interest on the Notes.
This excerpt taken from the NDAQ 8-K filed Apr 28, 2005.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of April 21, 2005 (this Agreement), among (i) The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity, the Company), (ii) Hellman & Friedman Capital Partners IV, L.P. (H&F-1), H&F Executive Fund IV, L.P. (H&F-2), H&F International Partners IV-A, L.P. (H&F-3), H&F International Partners IV-B, L.P. (H&F-4 and collectively with H&F-1, H&F-2 and H&F-3, and any affiliates to whom they transfer Registrable Securities, the H&F Entities), (iii) Silver Lake Partners II TSA, L.P. (SLP-1), Silver Lake Technology Investors II, L.L.C. (SLP-2), Silver Lake Partners TSA, L.P. (SLP-3) and Silver Lake Investors, L.P. (SLP-4 and collectively with SLP-1, SLP-2 and SLP-3, and any affiliates to whom they transfer Registrable Securities, the SLP Entities); (iv) Integral Capital Partners VI, L.P. (Integral) and (v) VAB Investors, LLC (VAB Investors and together with the H&F Entities, the SLP Entities, and Integral, the Initial Holders).