Federal Register - September 2, 2021
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Fuente: Federal Register
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Federal Register / Vol. 86, No. 168 / Thursday, September 2, 2021 / Notices
Clearing Authorization Forms In accordance with proposed Rule 18010, BSTX Participants that are not members/participants of a registered clearing agency must clear their transactions through a BSTX Participant that is a member of a registered clearing agency. A BSTX Participant clearing through another BSTX Participant would do so using, as applicable, either the BSTX Clearing Authorization nonMarket Maker form submitted with the proposal as Exhibit 3E or the BSTX
Participant Clearing Authorization Market Maker form submitted with the proposal as Exhibit 3F. Each form would be maintained by BSTX and each form specifies that the BSTX Participant clearing on behalf of the other BSTX
Participant accepts financial responsibility for all transactions on BSTX that are made by the BSTX
Participant designated on the form.
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BSTX Listing Applications The Exchange proposes to specify the required forms of listing application, listing agreement and other documentation that listing applicants and listed companies must execute or complete as applicable as a prerequisite for initial and ongoing listing on the Exchange, as applicable collectively, listing documentation.
As proposed, the listing forms are substantially similar to those currently in use by NYSE American LLC, with certain differences to account for the trading of Securities. All listing documentation will be available on the Exchanges website boxoptions.com.
Each of the listing documents form a duly authorized representative of the company must sign an affirmation that the information provided is true and correct as of the date the form was signed. In the event that in the future the Exchange makes any substantive changes including changes to the rights, duties, or obligations of a listed company or listing applicant or the Exchange, or that would otherwise require a rule filing to such documents, it will submit a rule filing in accordance with Rule 19b4.314
Pursuant to Rule 26130 and 26300 of the Exchange Rules, a company must file and execute the BSTX Original Listing Application submitted with the proposal as Exhibit 3G or the BSTX
Additional Listing Application submitted with the proposal as Exhibit 3H to apply for the listing of Securities 314 The Exchange will not submit a rule filing if the changes made to a document are solely typographical or stylistic in nature.
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on BSTX.315 The BSTX Original Listing Application provides information necessary, and in accordance with Section 12b of the Exchange Act,316 for Exchange regulatory staff to conduct a due diligence review of a company to determine if it qualifies for listing on the Exchange. The BSTX Additional Listing Application requires certain further information for an additional listing of Securities. Relevant factors regarding the company and securities to be listed would determine the type of information required. The following describes each category and use of application information:
1. Corporate information regarding the issuer of the security to be listed, including company name, address, contact information, Central Index Key Code CIK, SEC File Number, state and country of incorporation, date of incorporation, whether the company is a foreign private issuer, website address, SIC Code, CUSIP number of the security being listed and the date of fiscal year end. This information is required of all applicants and is necessary in order for the Exchanges regulatory staff to collect basic company information for recordkeeping and due diligence purposes, including review of information contained in the companys SEC filings.
2. For original listing applications only, corporate contact information including the companys Chief Executive Officer, Chief Financial Officer, Corporate Secretary, General Counsel and Investor Relations Officer.
This information is required of all initial applicants and is necessary in order for the Exchanges regulatory staff to collect current company contact information for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant.
3. For original listing applications only, offering and security information regarding an offering, including the type of offering, a description of the issue, par value, number of Securities outstanding or offered, total Securities unissued, but reserved for issuance, date authorized, purpose of Securities to be issued, number of Securities authorized, and information relating to payment of dividends. This information is required of all applicants listing Securities on the Exchange, and is necessary in order for the Exchanges regulatory staff to collect basic information about the offering.
315 Pursuant to proposed Exchange Rule 26130, an applicant seeking the initial listing of its Security must also provide a legal opinion that the applicants Security is a security under applicable United States securities laws.
316 15 U.S.C. 78lb.
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4. For original listing applications only, information regarding the companys transfer agent. Transfer agent information is required for all applicants. This information is necessary in order for the Exchanges regulatory staff to collect current contact information for such company transfer agent for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant.
5. For original listing applications only, contact information for the outside counsel with respect to the listing application, if any. This information is necessary in order for the Exchanges regulatory staff to collect applicable contact information for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant and assess compliance with Exchange Rule 26130.
6. For original listing applications only, a description of any security preferences. This information is necessary to determine whether the Applicant issuer has any existing class of common stock or equity securities entitling the holders to differential voting rights, dividend payments, or other preferences.
7. For original listing applications only, type of Security listing, including the type of transaction initial public offering of a Security, merger, spin-off, follow on offering, reorganization, exchange offer or conversion and other details related to the transaction, including the name and contact information for the investment banker/
financial advisor contacts. This information is necessary in order for the Exchanges regulatory staff to collect information for such company for purposes of obtaining any additional due diligence information to complete a listing qualification review of the applicant.
8. For original listing applications only, exchange requirements for listing consideration. This section notes that to be considered for listing, the Applicant Issuer must meet the Exchanges minimum listing requirements, that the Exchange has broad discretion regarding the listing of any Security and may deny listing or apply additional or more stringent criteria based on any event, condition or circumstance that makes the listing of an Applicant Issuers Security inadvisable or unwarranted in the opinion of the Exchange. The section also notes that even if an Applicant Issuer meets the Exchanges listing standards for listing on the BSTX
Security Market, it does not necessarily mean that its application will be
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