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NDAQ » Topics » Standstill Restrictions

This excerpt taken from the NDAQ 8-K filed Mar 3, 2008.

Standstill Restrictions

Under the terms of the Nasdaq Stockholders’ Agreement, until the earliest to occur (the “Standstill Termination Date”), of:

 

  •  

the 10th anniversary of the Nasdaq Stockholders’ Agreement;

 

  •  

Borse Dubai owning less than 10% of Nasdaq’s outstanding common stock;

 

  •  

Nasdaq entering into a definitive agreement with respect to a change of control of Nasdaq;

 

  •  

a change of control of Nasdaq;

 

  •  

directors nominated by Borse Dubai are not elected by shareholders at two consecutive meetings of shareholders for the election of Nasdaq’s Board of Directors; and

 

  •  

Nasdaq holds less than 25% of its original interest in the Dubai International Financial Exchange, subject to certain exceptions;

Borse Dubai will be restricted from (i) acquiring shares in excess of 19.99% on a fully-diluted basis of Nasdaq, (ii) soliciting proxies with respect to Nasdaq, (iii) proposing or seeking to effect a merger or change of control of Nasdaq, (iv) making public statements or otherwise directly or indirectly seeking to control the management or policies of Nasdaq or its subsidiaries or seeking additional board representatives or removal of directors, (v) forming a “group” with respect to Nasdaq or (vi) otherwise acting in concert with others regarding any of the foregoing.

In addition, if any third party makes a tender or exchange offer that is not recommended against by the Nasdaq’s Board of Directors, after 10 business days Borse Dubai may tender into that offer.

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