Common use of Nasdaq Matters Clause in Contracts

Nasdaq Matters. (a) The Purchaser shall promptly prepare and submit to Nasdaq a listing application covering the Purchaser Shares comprising the Consideration, and shall use its reasonable efforts to obtain, prior to the Closing, approval for the listing of such Purchaser Shares, subject to official notice of issuance to Nasdaq, and the Seller shall cooperate with the Purchaser with respect to such quotation. (b) The Purchaser shall disclose in its subsequent annual report on Form 20-F or, no later than the date on which its subsequent annual report on Form 20-F is required to be filed, in English on its corporate web site, that it does not follow the requirement of Nasdaq Listing Rule 4350(i) and include a brief statement of the Cayman Islands practice it follows in lieu of that requirement. If the Purchaser provides the disclosure only on its website, it shall state so in its annual report on Form 20-F and provide the web address at which the information may be obtained. (c) Prior to the Closing, the Purchaser will submit to The Nasdaq Stock Market, Inc. a written statement from an independent Cayman Islands counsel certifying that the Purchaser’s practices, including in particular practices not in compliance with the matters described in Nasdaq Listing Rule 4350(i), are not prohibited by the laws of the Cayman Islands.