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This excerpt taken from the NDAQ 8-K filed Nov 27, 2006. TRANSFER OF PREFERRED SHARES 7.01. Form of Legend for the Preferred Shares. Unless otherwise permitted by Section 7.02, every Preferred Share issued and delivered hereunder shall bear a legend in substantially the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF NOVEMBER 20, 2006 (THE “PURCHASE AGREEMENT”), BETWEEN THE NASDAQ STOCK MARKET, INC. (THE “COMPANY”) AND BANC OF AMERICA BRIDGE, LLC AND DRESDNER KLEINWORT SECURITIES LLC (COLLECTIVELY, THE “PURCHASERS”). A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. 7.02. Transfer Restrictions. Subject to compliance with any Requirements of Law, any Holder may sell, transfer or otherwise dispose of the Preferred Shares. SECTION 8 EXPENSES, INDEMNIFICATION AND |
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