NASDAQ LISTING RULES

NASDAQ LISTING RULES

5005. Definitions
(a) The following is a list of definitions used throughout the Nasdaq Listing Rules. 
This section also lists various terms together with references to other rules where they 
are specifically defined. Unless otherwise specified by the Rules, these terms shall 
have the meanings set forth below. Defined terms are capitalized throughout the 
Listing Rules.
(1) "Act" means the Securities Exchange Act of 1934.
(2) "Best efforts offering" means an offering of securities by members of a selling 
group under an agreement that imposes no financial commitment on the members of 
such group to purchase any such securities except as they may elect to do so.
(3) "Bid Price" means the closing bid price.
(4) "Cash flows", as it pertains to The Nasdaq Global Select Market, is defined in the 
Rule 5310(b).
(5) "Commission" or "SEC" means the United States Securities and Exchange 
Commission.
(6) "Company" means the issuer of a security listed or applying to list on Nasdaq. For 
purposes of the Rule 5000 Series, the term "Company" includes an issuer that is not 
incorporated, such as, for example, a limited partnership.
(7) "Consolidated Quotation Service" (CQS) means the consolidated quotation 
collection system for securities listed on an exchange other than Nasdaq implementing 
Rule 602 of Regulation NMS under the Act.
(8) "Country of Domicile" means the country under whose laws a Company is 
organized or incorporated.
(9) "Covered Security" means a security described in Section 18(b) of the Securities 
Act of 1933.
(10) "Direct Registration Program" means any program by a Company, directly or 
through its transfer agent, whereby a Shareholder may have securities registered in the 
Shareholder's name on the books of the Company or its transfer agent without the 
need for a physical certificate to evidence ownership.
(11) "Dually-Listed Security" means a security, listed on The Nasdaq Global Market 
or The Nasdaq Global Select Market, which is also listed on the New York Stock 
Exchange.
(12) "EDGAR System" means the SEC's Electronic Data Gathering, Analysis, and 
Retrieval system.
(13) "Equity Investment Tracking Stock" means a class of common equity securities 
that tracks on an unleveraged basis the performance of an investment by the issuer in 
the common equity securities of a single other company listed on Nasdaq. An Equity 
Investment Tracking Stock may track multiple classes of common equity securities of 
a single issuer, so long as all of those classes have identical economic rights and at 
least one of those classes is listed on Nasdaq.
(14) "ESOP" means employee stock option plan.
(15) "Executive Officer" is defined in Rule 5605(a)(1).
(16) "Filed with Nasdaq" means submitted to Nasdaq directly or filed with the 
Commission through the EDGAR System.
(17) "Firm Commitment Offering" means an offering of securities by participants in a 
selling syndicate under an agreement that imposes a financial commitment on 
participants in such syndicate to purchase such securities.
(18) "Family Member" is defined in Rule 5605(a)(2).
(19) "Foreign Private Issuer" shall have the same meaning as under Rule 3b-4 under 
the Act.
(20) "Independent Director" is defined in Rule 5605(a)(2).
(21) "Index Warrants" is defined in Rule 5725(a).
(22) "Listed Securities" means securities listed on Nasdaq or another national 
securities exchange.
(23) "Market Value" means the consolidated closing bid price multiplied by the 
measure to be valued (e.g., a Company's Market Value of Publicly Held Shares is 
equal to the consolidated closing bid price multiplied by a Company's Publicly Held 
Shares).
(24) "Member" means a broker or dealer admitted to membership in Nasdaq.
(25) "Market Maker" means a dealer that, with respect to a security, holds itself out 
(by entering quotations in the Nasdaq Market Center) as being willing to buy and sell 
such security for its own account on a regular and continuous basis and that is 
registered as such.
(26) "The Nasdaq Global Market" or "Global Market" or "NGM" is a distinct tier of 
Nasdaq comprised of two segments: The Nasdaq Global Market and The Nasdaq 
Global Select Market. The Nasdaq Global Market is the successor to the Nasdaq 
National Market.

NASDAQ LISTING RULES