The NYSE's requirements for initial listing and listing maintenance are set out below. Foreign private issuers may satisfy either the general NYSE listing standards applicable to US domestic issuers or the NYSE's Alternate Listing Standards for foreign private issuers. They apply only to foreign private issuers with a broad, liquid market for their securities in their country of origin.
NYSE quantitative listing and maintenance standards
(i) Quantitative initial listing standards
Under the NYSE initial listing standards, an issuer typically must meet the following minimum distribution and market value criteria and must also meet one of the two financial standards described below.
Minimum distribution requirements:
- IPOs: An IPO issuer must have 400 holders of 100 shares or more and 1.1 million publicly held shares.
- Transfer or quotation: An issuer seeking to transfer to the NYSE or list its existing securities must have either:
- 400 holders of 100 shares or more; or
- 2,200 total stockholders, together with average monthly trading volume of 100,000 shares for the most recent six months; or
- 500 total stockholders, together with average monthly trading volume of 1 million shares for the most recent 12 months and 1.1 million publicly held shares.
Market value of publicly held shares
The aggregate market value of publicly held shares must be at least $60 million for IPO issuers or $100 million for issuers seeking to transfer to the NYSE or list their existing securities.
Financial standards (must satisfy one of the following requirements)
Earnings test: An issuer's pre-tax earnings (from continuing operations and after minority interest, amortization and equity in the earnings or losses of investees, subject to certain adjustments) must total at least $10 million in the aggregate for the last three fiscal years including a minimum of $2 million in each of the two most recent fiscal years and positive amounts in all three years; or
Valuation/revenue test: An issuer must have:
- Valuation/revenue with cash flow test: At least $500 million in global market capitalization, at least $100 million in revenues during the most recent 12-month period, and at least $25 million aggregate cash flows for the last three fiscal years and with positive cash flows in all three fiscal years (subject to certain adjustments); or
- Pure valuation/revenue test: At least $750 million in global market capitalization, and at least $750 million in revenues during the most recent fiscal year.
(ii) Initial Alternate Listing Standards for foreign private issuers
Under the NYSE initial Alternate Listing Standards, a foreign private issuer typically must meet the following minimum distribution and market value criteria and must meet one of the two financial standards described below.
Minimum distribution requirements
A foreign private issuer must have:
- 5,000 worldwide holders of 100 shares or more; and
- 2.5 million shares held publicly worldwide.
Market value of publicly held shares
The aggregate worldwide market value of publicly held shares of the foreign private issuer must be at least $100 million.
Financial standards (must satisfy one of the following requirements)
Earnings test: The pre-tax earnings (from continuing operations and after minority interest, amortization and equity in the earnings or losses of investees, subject to certain adjustments) of the foreign private issuer must be at least $100 million in the aggregate for the last three fiscal years, including a minimum of $25 million in each of the most recent two fiscal years; or
Valuation/revenue test: A foreign private issuer must have:
- Valuation/revenue with cash flow test: At least $500 million in global market capitalization, at least $100 million in revenues during the most recent 12-month period, and $100 million in the aggregate cash flows for the last three fiscal years, including $25 million in each of the two most recent fiscal years (subject to certain adjustments); or
- Pure valuation/revenue test: At least $750 million in global market capitalization and $75 million in revenues during the most recent fiscal year.
(iii) Quantitative maintenance requirements
To maintain its listing on the NYSE, a US domestic issuer or foreign private issuer must meet certain quantitative maintenance standards, which are summarized below.
Minimum distribution requirements
The NYSE may promptly initiate suspension and delisting procedures against an issuer if:
- the total number of stockholders is less than 400; or
- the total number of stockholders is less than 1,200 and the average monthly trading volume for the most recent 12 months is less than 100,000 shares; or
- the number of publicly held shares is less than 600,000.
Minimum financial standards
The NYSE will consider an issuer to be below compliance (and so eligible for suspension and delisting) if:
- an issuer qualified to list under the Earnings Test, and its average global market capitalization over a consecutive 30 trading-day period is less than $75 million and, at the same time, total stockholders' equity is less than $75 million; or
- an issuer qualified to list under the Valuation/Revenue with Cash Flow Test and:
- average global market capitalization over a consecutive 30 trading-day period is less than $250 million and, at the same time, total revenues are less than $20 million over the last 12 months (unless the issuer qualifies as an original listing under one of the other original listing standards); or
- average global market capitalization over a consecutive 30 trading-day period is less than $75 million; or
- an issuer qualified to list under the Pure Valuation/Revenue Test and:
- its average global market capitalization over a consecutive 30 trading-day period is less than $375 million and, at the same time, its total revenues are less than $15 million over the last 12 months (unless the issuer qualifies as an original listing under one of the other original listing standards); or
- its average global market capitalization over a consecutive 30 trading-day period is less than $100 million.
When applying the market capitalization test in any of the financial standard tests above, the NYSE will generally look to the total common stock outstanding (excluding treasury shares) as well as any common stock issuable upon conversion of another outstanding equity security. The NYSE deems these securities to be reflected in market value to such an extent that the security is the substantial equivalent of common stock. In this regard, the NYSE will only consider securities that are: (i) publicly traded (or quoted); or (ii) convertible into a publicly traded (or quoted) security.
Despite the financial standard maintenance tests above, and regardless of the original financial standards under which an issuer listed, the NYSE will promptly initiate (rather than consider initiating) suspension and delisting procedures against an issuer if the issuer is determined to have an average global market capitalization of less than $25 million for over a consecutive 30 trading-day period.
Price criteria
An issuer will be considered to be below compliance standards and accordingly might be subject to suspension and delisting if the average closing price of its listed security is less than $1.00 over a consecutive 30 trading-day period. Once notified that the issuer is below compliance, the issuer has six months to bring its share price and average share price back above $1.00. The issuer must, however, notify the NYSE, within 10 business days of receipt of the notification, of its intent to cure this deficiency or be subject to suspension and delisting procedures. A failure to satisfy the minimum price requirement will be deemed cured if the price promptly exceeds $1.00 a share, and the price remains above $1.00 a share for at least the following 30 trading days.
(iv) Other maintenance requirements
The NYSE may in its sole discretion subject an issuer to suspension and delisting on a number of additional grounds, including:
- a substantial reduction in operating assets and/or scope of operations;
- the failure of an issuer to make timely, adequate, and accurate disclosures of information to its shareholders and the investing public; and
- the failure to observe good accounting practices in reporting of earnings and financial position.
NYSE corporate governance requirements
In addition to the quantitative listing and maintenance standards detailed above, an issuer must meet certain corporate governance standards for initial listing and maintenance of a listing. As described below, foreign private issuers are permitted to follow home country practice in lieu of most of the NYSE corporate governance requirements.
(i) Majority of independent directors
A majority of the issuer's board of directors must consist of independent directors. A director will qualify as independent only if the board affirmatively determines that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. However, ownership of even a significant amount of stock (that is, 10%), by itself, is not a bar to an independence finding.
A company must disclose these determinations in its annual proxy statement or, if the company does not file an annual proxy statement, in its annual report filed with the SEC. A board may adopt and disclose categorical standards to assist it in making determinations of independence and may make only general disclosure if a director meets these standards.
In addition, a director cannot be independent unless at least three years (except as provided in the transition rule below) have passed since:
- the director (or an immediate family member) was an employee or executive officer of the company;
- the director (or an immediate family member) received more than $100,000 per year in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation for prior service not contingent on continued service;
- the director was affiliated with or employed by (or any immediate family member was affiliated with or employed in a professional capacity by) a present or former external auditor;
- the director (or any immediate family member) was employed as an executive officer of another company whose compensation committee includes an executive of the company; and
- any single fiscal year when a company of which the director is an executive officer or an employee (or of which the director's immediate family member is an executive officer) made payments to, or received payments from, the listed company for property or services in an amount exceeding the greater of $1 million or two% of such other company's consolidated gross revenues.
An immediate family member is defined to include a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares that person's home. References to the company would include any parent or subsidiary in a consolidated group with the company.
(ii) Executive session
Non-management directors must meet at regularly scheduled executive sessions without management and, if any such directors are not independent under the standards described above, an executive session of solely independent directors must be scheduled at least once a year.
(iii) Nominating/corporate governance committee
Companies must have a nominating/corporate governance committee composed entirely of independent directors. That committee must have a written charter that:
- addresses the committee's purpose and responsibilities, which must include identifying and selecting or recommending director nominees, developing and recommending corporate governance principles and overseeing the evaluation of the board and management; and
- provides for an annual performance evaluation of the committee.
The nominating/corporate governance committee charter should also address:
- committee member qualifications;
- committee member appointment and removal;
- committee structure and operations (including the authority to delegate to subcommittees); and
- committee reporting to the board.
If a company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the selection and nomination of such directors need not be subject to the nominating committee process.
(iv) Compensation committee
Companies must have a compensation committee composed entirely of independent directors. That committee must have a written charter that:
- addresses the committee's purpose and responsibilities, which at a minimum must include the direct responsibility to:
- review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance, and to determine and approve (either as a committee or together with other independent directors) the CEO's compensation level based on this evaluation;
- make recommendations to the board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans that are subject to board approval; and
- produce a compensation committee report on executive compensation as required by the SEC to be included in the company's annual proxy statement or annual report filed with the SEC; and
- provides for an annual performance evaluation of the compensation committee.
The compensation committee charter should also address committee member qualifications, committee member appointment and removal, committee structure and operations (including authority to delegate to subcommittees) and committee reporting to the board.
(v) Audit committee
Sarbanes-Oxley
Companies must have an audit committee that satisfies the independence and other requirements of Exchange Act Rule 10A-3 (implementing Section 301 of Sarbanes-Oxley).
Charter
The audit committee must have a written charter that addresses:
- the committee's purpose, which at a minimum must be to:
- assist board with oversight of: (i) the integrity of the company's financial statements; (ii) the company's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications and independence; and (iv) the performance of the company's internal audit function and independent auditors; and
- prepare an audit committee report as required by the SEC to be included in the company's annual proxy statement;
- an annual performance evaluation of the audit committee; and
- the duties and responsibilities of the audit committee, which at a minimum must include those set out in Exchange Act Rule 10A-3(b)(2), (3), (4) and (5) (concerning responsibilities relating to: (i) registered public accounting firms; (ii) complaints relating to accounting, internal accounting controls or auditing matters; (iii) authority to engage advisers; and (iv) funding as determined by the audit committee), as well as to:
- at least annually, obtain and review a report by the independent auditor describing: (i) the firm's internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by government or professional bodies, within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the company (to assess the auditor's independence);
- discuss the company's: annual audited financial statement; quarterly unaudited financial statements with management and the independent auditor, including the company's MD&A disclosures;earnings press releases;financial information and earnings guidance provided to analysts and rating agencies; and policies with respect to risk assessment and risk management;
- meet separately, periodically, with management, with internal auditors and with independent auditors;
- review with the independent auditors any audit problems or difficulties and management's response;
- set clear hiring policies for employees or former employees of the independent auditors; and
- report regularly to the board.
Composition
The audit committee must have a minimum of three members, each of whom is independent and financially literate and at least one of whom has accounting or financial management expertise. Such qualifications are left to the company's board to determine based on its business judgment. If an audit committee member simultaneously serves on the audit committees of more than three public companies, and the company does not limit the number of audit committees on which its audit committee members serve, then in each case the board must determine that the simultaneous service would not impair the ability of such member to serve effectively on its audit committee. The company must also disclose that determination in the company's annual proxy statement or, if the company does not file an annual proxy statement, in its annual report filed with the SEC.
Audit committee members must meet both the NYSE's independence rules applicable to directors, and also the independence requirements of Exchange Act Rule 10A-3.
(vi) Internal audit
Companies must have an internal audit function to provide management and the audit committee with ongoing assessments of the company's risk management processes and system of internal control. This function may be outsourced to a third-party service provider other than the company's independent auditor.
(vii) Shareholder approval of certain transactions
Shareholder approval is required for each of the following material transactions, with certain exceptions:
- the implementation of equity-compensation plans and material revisions thereto;
- an issuance of more than 1% of the outstanding common stock or 1% of the voting power outstanding of the issuer (measured either by amount of shares or voting power) to a related party (that is, directors, officers or substantial security holders of the issuer) or to a subsidiary, affiliate or company owned by the related party;
- an issuance of more than 20% of the outstanding common stock of the issuer (measured either by amount of shares or voting power); and
- an issuance that will result in a change of control of the issuer.
(viii) Corporate governance guidelines
Companies must adopt and disclose corporate governance guidelines. Areas that must be addressed include:
- director qualification standards;
- director responsibilities;
- director access to management and, as necessary and appropriate, independent advisers;
- director compensation;
- director orientation and continuing education;
- management succession; and
- annual performance evaluation of the board.
The company must state in its annual proxy statement or, if the company does not file an annual proxy statement, in its annual report filed with the SEC, that this information is available on its website, and is available in print to any shareholder who requests it.
(ix) Code of business conduct and ethics
Companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. This code should address, among other things:
- conflicts of interest;
- corporate opportunities;
- confidentiality;
- fair dealing;
- protection and use of company assets;
- compliance with laws, rules and regulations (including insider trading laws); and
- encouraging the reporting of illegal or unethical behavior.
The code must contain compliance standards and procedures to facilitate its effective operation and must require that any waiver of the code for executive officers or directors be made only by the board or a board committee and must be promptly disclosed to shareholders.
The company must state in its annual proxy statement or, if the company does not file an annual proxy statement, in its annual report filed with the SEC, that this information is available on its website, and is available in print to any shareholder who requests it.
(x) Certification requirements
Each year the CEO must certify to the NYSE that they are not aware of any violation by the company of NYSE corporate governance listing standards. In addition, the CEO must promptly notify the NYSE in writing after any executive officer of the company becomes aware of any material non-compliance with any NYSE corporate governance listing standard.
(xi) Written affirmation
In addition to the CEO certification mentioned above, an officer of the company must provide to the NYSE, within about 30 days after the annual shareholders' meeting, a wide-ranging written affirmation with exhibits that describes the company's compliance or non-compliance with the NYSE's corporate governance requirements. Besides the annual written affirmation, an interim written affirmation will be required:
- each time a director is added to or removed from the board;
- if any change is made to the composition of the audit, nominating or compensation committee; and
- if the required responsibilities of the nominating/corporate governance committee and/or the compensation committee have been reallocated to any other board committees, and any changes to the composition of those committees occurs.
NYSE communication and notification requirements
The NYSE expects any listed company to release quickly any information that might reasonably be expected to materially affect the market for its securities. In addition, a listed company should act promptly to dispel any unfounded rumors that produce unusual market activity or price variations.
When announcement of a material event or a statement dealing with a rumour is made shortly before or during market hours (9:30 am to 5:00 pm, New York City time), the issuer's NYSE representative should be notified by telephone at least 10 minutes before the announcement is released to the news media. This will allow the NYSE to determine if a trading halt should be imposed.
Corporate governance requirements for foreign private issuers
Foreign private issuers are permitted to follow home country practice in lieu of the NYSE's corporate governance standards, other than the NYSE's requirements that it must: (i) have an audit committee that meets the requirements of Exchange Act Rule 10A-3; and (ii) provide prompt notification from its CEO of material non-compliance with the applicable provisions of the NYSE's corporate governance rules. A foreign private issuer must also provide an annual written affirmation to the NYSE.
Whether a listed foreign private issuer follows the NYSE corporate governance standards or its home country practice, it must disclose any ways in which its corporate governance practices differ from those followed by US domestic companies under NYSE listing standards. A detailed and cumbersome analysis is not required, and instead a brief, general summary of differences is enough. An issuer may provide this disclosure either on its website (provided it is in English and accessible from the US) and/or in its annual report distributed to shareholders in the US. If the disclosure is only made available on the company's website, its annual report must state this fact and must provide the web address at which the information can be obtained.
Endnotes
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A foreign private issuer is any issuer (other than a foreign government) incorporated or organized under the laws of a jurisdiction outside the US, unless: (1) more than 50% of its outstanding voting securities are directly or indirectly owned by US residents; and (2) either (a) the majority of its executive offers or directors are US citizens or residents, (b) more than 50% of its assets are located in the US or (c) its business is principally administered in the US. See 1933 Act Rule 405.
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See generally New York Stock Exchange Listed Company Manual, § 103.00 [NYSE Manual].
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Both affiliated companies and companies listing following emergence from bankruptcy have different listing standards, which are not covered by this Client Alert.
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When considering a listing application from a company organized under the laws of Canada, Mexico or the US (North America), the NYSE will include all North American holders and trading volume in applying the minimum stockholder and trading volume requirements. For securities that trade in the format of American Depositary Receipts (ADRs), volume in the ordinary shares will be adjusted on an ADR equivalent basis. See id. at § 102.01.B. The distribution of shares held out of North America does not count towards the domestic listing requirements. See id. at § 103.00 (noting domestic listing requirements call for a minimum distribution of a company's shares within the US).
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See NYSE Manual § 1.02. In addition, in certain circumstances, the NYSE will take into account certain other qualitative factors, including: the company must be a going concern, the degree of national interest in the company, the character of the markets for its products, its relative stability and position in its industry, and whether it is engaged in an expanding industry with prospects for maintaining its position. Accordingly, higher minimum standards might apply if there is a lack of public interest in the securities of a company as evidenced, for example, by low trading volume on another exchange, lack of dealer interest in the over-the-counter market, unusual geographic concentration of holders of shares, slow growth in the number of shareholders and a low rate of transfers. See id. at § 102.01.C(F).
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See id. at § 1.02.01.A. If the issuer has less than 100 shares, the requirement relating to the number of publicly held shares will be reduced proportionately. See id. at § 1.02.01.A(b).
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See id. If the unit of trading is less than 100 shares, the requirement relating to number of publicly held shares will be reduced proportionately. Shares held by directors, officers, or other immediate families and other concentrated holdings of 10% or more are excluded in calculating the number of publicly held shares. See id.
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See id. at § 1.02.01.A. If the issuer has less than 100 shares, the requirement relating to the number of publicly held shares will be reduced proportionately. See id. at § 1.02.01.A(b).
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See id.
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- See id. If the unit of trading is less than 100 shares, the requirement relating to number of publicly held shares will be reduced proportionately. Shares held by directors, officers, or other immediate families and other concentrated holdings of 10% or more are excluded in calculating the number of publicly held shares. See id.
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See id. at § 102.01.B. For IPOs, the NYSE will rely on a written commitment from the underwriter regarding the anticipated value of the offering.
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See id.
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See id. at § 102.01.C(I).
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See id. at § 102.01.C(II)(a). For IPOs, the company's underwriters must provide a written representation that demonstrates the company's ability to meet the global market capitalization requirement based upon the completion of the offering. See id.
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See id. at § 1.02.01.C(II)(b).
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In addition, a foreign private issuer listing its equity securities in the form of ADRs must sponsor its ADRs and enter into an agreement with a US depository bank to provide, without charge to the ADR holders, such services as cash and stock dividend payments, transfer of ownership, and distribution of company financial statements and notices, such as shareholder meeting material. See generally NYSE Manual § 103.04.
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See id. at § 103.01.A. Shares held by directors, officers, or other immediate families and other concentrated holdings of 10% or more are excluded in calculating the number of publicly held shares. See id.
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See id. at § 103.01.A. The Alternative Listing Standards do not have a separate distribution criteria for a foreign private issuer seeking to list an IPO and a foreign private issuer seeking to transfer to the NYSE or list its existing securities. For IPOs, the NYSE will rely on a written commitment from the underwriter regarding the anticipated value of the offering.
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See id. at § 103.01.B(I).
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See id. at § 103.01.B(II)(a). For IPOs, the company's underwriters must provide a written representation that demonstrates the company's ability to meet the global market capitalization requirement based upon the completion of the offering.
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See id. at § 1.03.01.B(II)(b).
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See id. at § 802.01.A. If the unit of trading is less than 100 shares, the requirement relating to the number of shares publicly held will be reduced proportionately. See id.
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See id. at § 802.01.B(I).
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See id. at § 802.01.B(II).
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See id. at § 802.01.B(III).
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See generally NYSE Manual § 802.01.B.
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See id. at § 802.01.C. Notwithstanding this, if the subject security is not the primary trading common stock of the issuer (for example, a tracking stock or a preferred class) the NYSE may determine whether to apply these criteria to such security after evaluating the financial status of the issuer. See id.
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See generally 8.02.01.D. The NYSE may also consider other factors, including either an intent to file or a filing for bankruptcy and/or liquidation. However, the NYSE may exercise its discretion if the issuer is seeking relief for reorganization, has positive cash flow, or is demonstrably in sound financial health; authoritative advice has been received that the security is without value; the registration or exemption from registration pursuant to the Securities Exchange Act of 1934 (the Exchange Act or 1934 Act) is no longer effective for any reason; proxies are not solicited for all meetings of stockholders; the issuer, its transfer agent or registrar, violates any of its, or their, listing or other agreements with the NYSE; whenever the entire outstanding amount of a listed class, issue, or series is to be retired through payment at maturity, or through redemption, reclassification or otherwise; if the issuer or its management engages in operations that, in the opinion of the NYSE, are contrary to the public interest; an audit committee in conformity with NYSE requirements is not maintained; other conduct not in keeping with sound public policy; unsatisfactory financial conditions and/or operating results; the most recent independent public accountant's opinion on the financial statements contains: (i) a qualified opinion, (ii) an adverse opinion, (iii) a disclaimer opinion, or (iv) an unqualified opinion with a going concern emphasis; the inability to meet current debt obligations or to adequately finance operations; abnormally low selling price or volume of trading; and unwarranted use of company funds for the repurchase of its equity securities. See id.
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See id. at § 303A.01.
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See id. at § 303A.02.
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See Commentary to NYSE Manual § 303A.02.
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See id.
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See id. at § 303A.02(b)(i).
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See id. at § 303A.02(b)(ii).
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See id. at § 303A.02(b)(iii).
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See id. at § 303A.02(b)(iv).
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See id. at § 303A.02(b)(v).
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See General Commentary to NYSE Manual § 303A.02(b).
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See id. at § 303A.03.
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See id. at 303A.04(a).
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See id. at 303A.04(b)(i).
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See id. at 303A.04(b)(ii).
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See Commentary to NYSE Manual § 303A.04.
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See NYSE Manual § 303A.05(a).
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See id. at § 303A.05(b)(i)(A).
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See id. at § 303A.05(b)(i)(B).
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See id. at § 303A.05(b)(i)(C).
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See id. at § 303A.05(b)(ii).
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See Commentary to NYSE Manual § 303A.05.
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See NYSE Manual §§ 303A.06, 303A.07(b).
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See id. at § 303A.07(c)(i)(A).
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See id. at § 303A.07(c)(i)(B).
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See id. at § 303A.07(c)(ii).
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See id. at § 303A.07(c)(iii).
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See id. at § 303A.07(c)(iii)(A).
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See id. at § 303A.07(c)(iii)(B).
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See id.
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See id. at § 303A.07(c)(iii)(C).
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See id.
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See id. at § 303A.07(c)(iii)(D).
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See id. at § 303A.07(c)(iii)(E).
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See id. at § 303A.07(c)(iii)(F).
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See id. at § 303A.07(c)(iii)(G).
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See id. at § 303A.07(c)(iii)(H).
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See id. at § 303A.07(a); see also Commentary to NYSE Manual § 303A.07(a). While the NYSE does not require that an audit committee include a person who satisfies the definition of audit committee financial expert as set out in Item 401(h) of Regulation S-K, a board may presume that such a person has accounting or related financial management expertise. See Commentary to NYSE Manual § 303A.07(a).
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See NYSE Manual § 303A.07(b).
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See id. at § 303A.07(d); see also Commentary to NYSE Manual § 303A.07(d).
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See NYSE Manual § 312.03(a); see also id. at § 303A.08.
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See NYSE Manual § 312.03(b).
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See id. at § 312.03(c). Shareholder approval will not be required for any issuance involving (a) any public offering for cash; (b) any bona fide private financing, if it involves a sale of common stock, for cash, at a price at least as great as each of the book and market value of the issuer's common stock; or (c) securities convertible into or exercisable for common stock, for cash, if the conversion or exercise price is at least as great as each of the book and market value of the issuer's common stock. See id.
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See id. at § 312.03(d).
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See id. at § 303A.09; see also Commentary to NYSE Manual § 303A.09.
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See NYSE Manual § 303A.10; see also Commentary to NYSE Manual § 303A.10.
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See NYSE Manual §§ 303A.12(a), 303A.12(b).
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See id. at § 303A.12(c).
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See NYSE Listed Company Manual Section 303A Corporate Governance Listing Standards: Frequently Asked Questions, Question B.4 (February 13 2004).
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See NYSE Manual § 202.05.
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See id. at § 202.06(B).
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See id. at § 303A.00.
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See NYSE Listed Company Manual Section 303A Corporate Governance Listing Standards: Frequently Asked Questions, Question B.7 (February 13 2004).
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See NYSE Manual § 303A.11.
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See Commentary to NYSE Manual § 303A.11.