MARKETPLACE RULES
MARKETPLACE RULES
4000. NASDAQ
4100. GENERAL
4110. Use of Nasdaq on a Test Basis
Notwithstanding the eligibility standards set forth in the Rule 4300 and 4400 Series,
Nasdaq may at any time authorize the use of Nasdaq on a test basis for whatever studies it
considers necessary and appropriate.
4120. Trading Halts
(a) Authority to Initiate Trading Halts
In circumstances in which Nasdaq deems it necessary to protect investors and the
public interest, Nasdaq may, pursuant to the procedures set forth in paragraph (b):
(1) halt trading in a security listed on Nasdaq to permit the dissemination
of material news; or
(2) halt trading within Nasdaq of a security listed on another national
securities exchange and traded pursuant to unlisted trading privileges during a
trading halt imposed by such exchange to permit the dissemination of material
news; or
(3) halt trading by: (i) CQS market makers in a CQS security when
another national securities exchange imposes a trading halt in that CQS security
because of an order imbalance or influx ("operational trading halt"); or (ii) Nasdaq
market makers in a security listed on Nasdaq, when the security is a derivative or
component of a CQS security and another national securities exchange imposes an
operational trading halt in that CQS security. CQS and Nasdaq market makers
may commence quotations and trading at any time following initiation of
operational trading halts, without regard to procedures for resuming trading set
forth in paragraph (b); or
(4) halt trading in an American Depository Receipt ("ADR") or other
security listed on Nasdaq, when the Nasdaq-listed security or the security
underlying the ADR is listed on or registered with another national or foreign
securities exchange or market, and the national or foreign securities exchange or
market, or regulatory authority overseeing such exchange or market, halts trading
in such security for regulatory reasons; or
(5) halt trading in a security listed on Nasdaq when Nasdaq requests from
the issuer information relating to:
(i) material news;
(ii) the issuer's ability to meet Nasdaq listing qualification
requirements, as set forth in the Rule 4300 and 4400 Series; or
(iii) or any other information which is necessary to protect
investors and the public interest.
(b) Procedure for Initiating a Trading Halt
(1) Nasdaq issuers are required to notify Nasdaq of the release of any
material news prior to the release of such information to the press as required by
Rule 4310(c)(16) and 4320(e)(14).
(2) Notification shall be provided directly to Nasdaq's MarketWatch
Department by telephone, facsimile, or other compatible means of electronic
communication.i
Information communicated orally by authorized representatives
of a Nasdaq issuer should be confirmed promptly in writing.
(3) Upon receipt of information, from the issuer or other source, Nasdaq
will promptly evaluate the information, estimate its potential impact on the market
and determine whether a trading halt in the security is appropriate.
(4) Should Nasdaq determine that a basis exists under Rule 4120(a)(1),
(a)(2), (a)(3), (a)(4), or (a)(5) for initiating a trading halt, the commencement of
the trading halt will be effective simultaneously with appropriate notice in the
Nasdaq "NEWS" frame.
(5) Trading in a halted security shall resume upon notice via the Nasdaq
"NEWS" frame that a trading halt is no longer in effect.
Selected NASD Notices to Members: 88-46, 94-98.
IM-4120-1. Disclosure of Material Information
Rules 4310(c)(16) and 4320(e)(14) require that, except in unusual circumstances,
Nasdaq issuers disclose promptly to the public through the news media any material
information which would reasonably be expected to affect the value of their securities or
influence investors' decisions and that Nasdaq issuers notify Nasdaq of the release of any
such information prior to its release to the public through the news media. Nasdaq
recommends that Nasdaq issuers provide such notification at least ten minutes before
such release.ii Under unusual circumstances issuers may not be required to make public