5.1 Marketing the Offer



determine whether it appears that the company satisfies NASDAQ’s numerical initial inclusion criteria and whether any corporate governance or regulatory issues raised by the company would serve to prohibit NASDAQ from listing the company, and staff will issue a letter to that effect. Any final approval, however, will require the company to submit a formal listing application, and is conditioned upon final review of that application and the company’s continued compliance with all NASDAQ criteria for initial listing at the time of listing. In addition, any final approval will require a satisfactory conclusion of certain
additional qualitative reviews that NASDAQ will perform, including a review of the regulatory history of the company’s officers, directors, and significant shareholders.

5.1 Marketing the Offer

The following applies to all U.S. exchanges:

Prior to filing a registration statement with the SEC, issuers may not sell a security, nor may an issuer make any offer (either oral or written) to sell a security. Section 5(a) of the Securities Act subjects all issuers to a waiting period after the registration statement is filed but before the registration becomes effective. Sales and contracts of sale are prohibited during this period, however, oral offers to buy and sell the security are permitted. Written, radio, and television offers to sell during the waiting period are generally prohibited,
however, an issuer may transmit a preliminary prospectus under Securities Act Rule 430, a summary prospectus under Rule 431, or a complete Securities Act Section 10(a) prospectus, if available.

5.2 Required Documentation

Issuers wishing to list on NASDAQ must complete a listing application. A hard-copy of the application may be found at http://www.nasdaq.com/about/listing_information.stm#forms.
Issuers may also apply online at http://www.nasdaq.com. Issuers must also submit a listing agreement and a corporate governance certification form. Both forms can also be found at http://www.nasdaq.com/about/listing_information.stm#forms.

An issuer should also include:

–  copies of its Registration Statement (if applicable), any amendments, and all
correspondence from the SEC regarding the registration statement and a copy of the company’s responses;

 – copies of its SEC filings for the past year, if applicable;

–  documentation from the company’s transfer agent or another independent source confirming that it has the minimum number of round lot shareholders;

–  information to address all items covered in Part IV: Additional Documentation and Information of the application;

 – a Company Logo Authorisation Form, which may be found at
http://www.nasdaq.com/about/logo_authorization.pdf, and Logo Artwork; and

 – a US$25,000 non-refundable application fee.

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