For purposes of NASDAQs shareholder approval rules, what is “market value”?
For purposes of the shareholder approval requirements, “market value” is the consolidated closing bid price immediately preceding the entering into of the binding agreement to issue the securities. That is, if the transaction is entered into during market hours before the close of the regular session at 4 PM Eastern Time, the previous trading day’s consolidated closing bid price is used. If it is after the close of the regular session, then that day’s consolidated closing bid price is used. See Listing Rule 5005(a)(22). Please note that an average price over a period of time is not acceptable as “market value” for purposes of the shareholder approval rules.
As set forth in Listing Rule 5005(a)(22), “market value” means the consolidated closing bid price multiplied by the measure to be valued. For purposes of the shareholder approval requirements, “market value” is the consolidated closing bid price per share immediately preceding the entering into of the binding agreement to issue the securities. If the transaction is entered into during market hours, before the close of the regular session at 4 PM Eastern Time, the previous trading day’s consolidated closing bid price is used. If the transaction is entered into after the close of the regular session, then that day’s consolidated closing bid price is used. Please note that the NASDAQ Official Closing Price may differ from the consolidated closing bid price and, therefore, should not be used to determine market value for this purpose. In addition, an average price over any period of time is not acceptable.
