Stock Quotation. Listing the Shares on the National Association of Securities Dealers Automated Quotation System is voluntary, so the Company may terminate such listing at any time. Neither Parent nor Sub has any intention to cause the Company to seek to terminate the inclusion of the Shares on the National Association of Securities Dealers Automated Quotation System prior to the Merger. However, depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion on the National Association of Securities Dealers Automated Quotation System. According to its published guidelines, the National Association of Securities Dealers considers delisting the Shares if, among other things, the number of publicly held Shares, as the case may be, falls below 750,000 or the number of holders of round lots of Shares falls below 400. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of more than 10% or more of the Shares, ordinarily will not be considered as being publicly held for this purpose. In the event the Shares are no longer eligible for listing on the National Association of Securities Dealers Automated Quotation System, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares at such time, the interest in maintaining a market in Shares on the part of securities firms, the possible termination of registration of Shares under the Exchange Act as described below and other factors. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the National Association of Securities Dealers Automated Quotation System, the market for the Shares could be adversely affected.
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Stock Quotation. Listing the Shares on the National Association of Securities Dealers Automated Quotation System is voluntary, so the Company may terminate such listing at any time. Neither Parent nor Sub has any intention to cause the Company to seek to terminate the inclusion of the Shares on the National Association of Securities Dealers Automated Quotation System prior to the Merger. However, depending Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion on the Nasdaq National Association of Securities Dealers Automated Quotation System. According to its published guidelines, the National Association of Securities Dealers considers delisting the Shares if, among other things, the number of publicly held Shares, as the case may be, falls below 750,000 or the number of holders of round lots of Shares falls below 400. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of more than 10% or more of the Shares, ordinarily will not be considered as being publicly held for this purpose. In the event the Shares are no longer eligible for listing on the National Association of Securities Dealers Automated Quotation System, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares at such time, the interest in maintaining a market in Shares on the part of securities firms, the possible termination of registration of Shares under the Exchange Act as described below and other factorsMarket. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the Nasdaq National Association of Securities Dealers Automated Quotation SystemMarket, the market for the Shares could be adversely affected. According to the Nasdaq National Market's published guidelines, the Shares would not be eligible for continued listing if, among other things, the number of Shares publicly held fall below 750,000, the number of beneficial holders of Shares falls below 400 (round lot holders) or the aggregate market value of such publicly-held Shares does not exceed $5 million. If the Shares were no longer eligible for inclusion in the Nasdaq National Market, they might nevertheless continue to be included in the Nasdaq's SmallCap Market unless, among other things, the "public float" is less than 500,000 shares or there are fewer than 300 shareholders (round lot holders) in total, or the market value of the public float is less than $1 million. Exchange Act Registration The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by the Company to the Commission if the Shares are not listed on a "national securities exchange" and there are fewer than 300 record holders of Shares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its shareholders and the Commission and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) and the requirements of furnishing a proxy statement in connection with shareholders' meetings pursuant to Section 14(a), no longer applicable to the Company. If the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions would no longer be applicable to the Company. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be eligible for trading on the Nasdaq National Market. If the Nasdaq National Market listing and the Exchange Act registration of Shares are not terminated prior to the proposed Merger, then it is anticipated that the Shares will be delisted from the Nasdaq National Market and the registration of the Shares under the Exchange Act will be terminated following the consummation of the proposed Merger. See Section 11.
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Samples: Offer to Purchase (Nbo LLC)
Stock Quotation. Listing the The Shares are quoted on the National Association of Securities Dealers Automated Quotation System is voluntary, so the Company may terminate such listing at any timeThe Nasdaq Global Select Market. Neither Parent nor Sub has any intention to cause the Company to seek to terminate the inclusion of the Shares Depending on the National Association of Securities Dealers Automated Quotation System prior to the Merger. However, depending upon the number of Shares purchased acquired pursuant to the Offer, following the completion of the Offer, the Shares may no longer meet the standards be eligible for continued inclusion quotation on the National Association of Securities Dealers Automated Quotation SystemNasdaq. According to its published guidelines, the National Association of Securities Dealers considers Nasdaq would give consideration to delisting the Shares if, among other things, the number of publicly held Shares, as the case may be, Shares falls below 750,000 or the number of holders of round lots of Shares falls below 400. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of more than 10% 10 percent or more of the Shares, ordinarily will not be considered as being publicly held for this purpose. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued quotation on Nasdaq, the market for the Shares could be adversely affected. In the event the Shares are no longer eligible for continued listing on The Nasdaq Global Select Market, it is possible that the National Association of Securities Dealers Automated Quotation System, Shares would continue to trade in the over the counter market and that price quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares and/or the aggregate market value of the Shares remaining at such that time, the interest in maintaining a market in Shares on the part of securities firms, the possible termination of registration of Shares under the Exchange Act as described below and other factors. If, as a result After completion of the purchase of Shares pursuant to the Offer, the Shares no longer meet Company will be eligible to elect “controlled company” status pursuant to Nasdaq Rule 4350(c)(5), which means that the criteria for continued inclusion in Company would be exempt from the National Association requirement that Company’s board of Securities Dealers Automated Quotation System, directors be comprised of a majority of “independent directors” and the market related rules covering the independence of directors serving on the Nominating and Compensation Committees of the Company’s board of directors. The controlled company exemption does not modify the independence requirements for the Shares could be adversely affectedCompany’s Audit Committee. We expect the Company to elect “controlled company” status following completion of the Offer.
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Samples: Offer to Purchase (Molex Inc)
Stock Quotation. Listing the Shares on the National Association of Securities Dealers Automated Quotation System is voluntary, so the Company may terminate such listing at any time. Neither Parent nor Sub has any intention to cause the Company to seek to terminate the inclusion of the Shares on the National Association of Securities Dealers Automated Quotation System prior to the Merger. However, depending Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion on in the Nasdaq National Association Market System. If, as a result of Securities Dealers Automated Quotation the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continuing inclusion in the Nasdaq National Market System, the market for the Shares could be adversely affected. According to its Nasdaq's published guidelines, the National Association of Securities Dealers considers delisting the Shares would not be eligible for continued listing if, among other things, the number of Shares publicly held Shares, as the case may be, falls below 750,000 or 750,000, the number of beneficial holders of round lots of Shares falls below 400400 (round lot holders) or the aggregate market value of such publicly-held Shares does not exceed $5 million. If the Shares held by officers or directors of were no longer eligible for inclusion in the Company or their immediate familiesNasdaq National Market System, they may nevertheless continue to be included in the Nasdaq SmallCap Market unless, among other things, the public float was less than 500,000 Shares, or by any beneficial owner there were fewer than 300 stockholders (round lot holders) in total, or the market value of more public float was less than 10% or more of the Shares, ordinarily will not be considered as being publicly held for this purpose$1 million. In the event If the Shares are no longer eligible for listing on inclusion in the Nasdaq National Association of Securities Dealers Automated Quotation SystemMarket System or the Nasdaq SmallCap Market, quotations the Shares might still be available from other sourcesquoted on the OTC Bulletin Board. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of such Shares remaining at such time, the interest in maintaining a market in such Shares on the part of securities firms, the possible termination of registration of such Shares under the Exchange 1934 Act as described below below, and other factors. If, as a result Margin Regulations The Shares are currently "margin securities" under the regulations of the purchase Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares pursuant to and stock quotations, it is possible that, following the Offer, the Shares would no longer meet constitute "margin securities" for the criteria purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for continued inclusion in loans made by brokers. Exchange Act Registration The Shares are currently registered under Section 12(g) of the National Association 1934 Act. Such registration may be terminated upon application of Securities Dealers Automated Quotation Systemthe Company to the Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the 1934 Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the 1934 Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the 1934 Act, the market for requirement of furnishing a proxy statement pursuant to Section 14(a) of the 1934 Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the 1934 Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares could under the 1934 Act were terminated, the Shares would no longer be adversely affected"margin securities" or be eligible for inclusion on the Nasdaq National Market System. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the 1934 Act as soon after consummation of the Offer as the requirements for termination of registration are met.
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