Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91853 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

Rule 12f–1 (17 CFR 240.12f–1) under 

the Securities Exchange Act of 1934 

(‘‘Act’’) (15 U.S.C. 78a et seq.). 

Rule 12f–1 (‘‘Rule’’), originally 

adopted in 1979 pursuant to Sections 

12(f) and 23(a) of the Act, and as further 

modified in 1995 and 2005, sets forth 

the requirements for filing an exchange 

application to reinstate unlisted trading 

privileges (‘‘UTP’’) in a security in 

which UTP has been suspended by the 

Commission pursuant to Section 

12(f)(2)(A) of the Act. Under Rule 12f– 

1, an exchange must submit one copy of 

an application for reinstatement of UTP 

to the Commission that contains 

specified information, as set forth in the 

Rule. The application for reinstatement, 

pursuant to the Rule, must provide the 

name of the issuer, the title of the 

security, the name of each national 

securities exchange, if any, on which 

the security is listed or admitted to 

unlisted trading privileges, whether 

transaction information concerning the 

security is reported pursuant to an 

effective transaction reporting plan 

contemplated by Rule 601 of Regulation 

NMS, the date of the Commission’s 

suspension of unlisted trading 

privileges in the security on the 

exchange, and any other pertinent 

information related to whether the 

reinstatement of UTP in the subject 

security is consistent with the 

maintenance of fair and orderly markets 

and the protection of investors. Rule 

12f–1 further requires a national 

securities exchange seeking to reinstate 

its ability to extend unlisted trading 

privileges in a security to indicate that 

it has provided a copy of such 

application to the issuer of the security, 

as well as to any other national 

securities exchange on which the 

security is listed or admitted to unlisted 

trading privileges. 

The information required by Rule 

12f–1 enables the Commission to make 

the necessary findings under the Act 

prior to granting applications to 

reinstate unlisted trading privileges. 

This information is also made available 

to members of the public who may wish 

to comment upon the applications. 

Without the Rule, the Commission 

would be unable to fulfill these 

statutory responsibilities. 

This information collection 

requirement was previously approved 

by OMB, but the approval expired on 

May 31, 2024. Accordingly, the 

Commission will request a 

reinstatement of OMB’s approval. 

There are currently 25 national 

securities exchanges subject to Rule 

12f–1. The burden of complying with 

Rule 12f–1 arises when a potential 

respondent seeks to reinstate its ability 

to extend unlisted trading privileges to 

any security for which unlisted trading 

privileges have been suspended by the 

Commission, pursuant to Section 

12(f)(2)(A) of the Act. The staff estimates 

that each application would require 

approximately one hour to complete. 

Thus, each potential respondent would 

incur on average one burden hour in 

complying with the Rule. 

The Commission staff estimates that 

there could be as many as 25 responses 

annually for an aggregate annual hour 

burden for all respondents of 

approximately 25 hours (25 responses × 

1 hour per response). Each respondent’s 

related internal cost of compliance for 

Rule 12f–1 would be approximately 

$242.00 (the cost of one hour of 

professional work of a paralegal needed 

to complete the application). The total 

annual cost of compliance for all 

potential respondents, therefore, is 

approximately $6,050 (25 responses × 

$242.00 per response). 

Compliance with Rule 12f–1 is 

mandatory. Rule 12f–1 does not have a 

record retention requirement per se. 

However, responses made pursuant to 

Rule 12f–1 are subject to the 

recordkeeping requirements of Rules 

17a–3 and 17a–4 of the Act. Information 

received in response to Rule 12f–1 shall 

not be kept confidential; the information 

collected is public information. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by December 20, 2024 to (i) 

www.reginfo.gov/public/do/PRAMain or 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov, and (ii) Austin Gerig, 

Director/Chief Data Officer, Securities 

and Exchange Commission, c/o Tanya 

Ruttenberg, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: November 15, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–27118 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 101620; File No. SR–NASDAQ– 

2024–065] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Equity 4 To Establish Halt 

Cross Price Protections and Make 

Other Related Changes 

November 14, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1, and Rule 19b–4 thereunder,2

notice is hereby given that on November 

6, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Equity 4 to establish halt cross price 

protections and make other related 

changes. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the Exchange’s 


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91854 Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 

3All of the Rule 4000 series referenced in this 

filing are within Equity 4. 4A ‘‘Limit On Close Order’’ or ‘‘LOC Order’’ is 

an Order Type entered with a price that may be 

executed only in the Nasdaq Closing Cross or the 

LULD Closing Cross, and only if the price 

determined by the Nasdaq Closing Cross or the 

LULD Closing Cross is equal to or better than the 

price at which the LOC Order was entered. See Rule 

4702(b)(12). 

5A market-wide circuit breaker is triggered if the 

price of the S&P 500 Index declines by a specified 

amount compared to the closing price for the 

immediately preceding trading day. See Rule 4121. 

6A LULD pause is a trading pause pursuant to the 

Plan to Address Extraordinary Market Volatility or 

‘‘LULD Plan’’. See https://www.luldplan.com/. 

7The ‘‘Nasdaq Halt Cross’’ is the process for 

determining the price at which Eligible Interest 

shall be executed at the open of trading for a halted 

security and for executing that Eligible Interest. See 

Rule 4753(a)(4). ‘‘Eligible Interest’’ shall mean any 

quotation or any order that has been entered into 

the system and designated with a time-in-force that 

would allow the order to be in force at the time of 

the Halt Cross. See Nasdaq Rule 4753(a)(5). 

8See Securities Exchange Act Release No. 79876 

(January 25, 2017), 82 FR 8888 (January 31, 2017) 

(SR–NASDAQ–2016–131). 

9 Id. 

10See Securities Exchange Act Release No. 88383 

(March 13, 2020), 85 FR 15819 (March 19, 2020) 

(SR–NASDAQ–2020–012). 

11See infra note 13. The Exchange also notes that 

both NYSE Arca, Inc. and Cboe BZX Exchange, Inc. 

implemented similar processes for resuming trading 

following non-LULD regulatory halts. See Securities 

Exchange Act Release Nos. 79846 (January 19, 

2017), 82 FR 8548 (January 26, 2017) (SR– 

NYSEArca–2016–130); and 84927 (December 21, 

2018), 83 FR 67768 (December 31, 2018) 

(SRCboeBZX–2018–090). 

12 During 2023, there were 541 halts that would 

have been subject to the proposed rule if it was in 

effect at the time. Of those 540 halts, 296 of the 

securities would have fallen outside of a 10% collar 

after the first quoting period. Example A on page 

8 illustrates the proposed price protections. 

Rules to implement halt cross 

protections to prevent clearly erroneous 

executions after the reopening of trading 

and ensure that securities are priced 

within reasonable levels from their 

halted price. The Exchange proposes to 

introduce price protections to the halt 

cross process that are similar to the 

protections currently employed in other 

auctions the Exchange conducts. In 

addition, the Exchange proposes to 

establish a ‘‘Hybrid Closing Cross’’ and 

introduce related price protections, as 

described below. With the proposed 

changes, the Exchange’s processes 

would be more harmonized, which the 

Exchange believes would promote a 

more consistent experience for members 

and investors participating in the 

Exchange’s auctions. 

To implement the proposed price 

protections, the Exchange proposes to 

modify Equity 4 by: (i) adding the 

proposed halt cross protections to 

Equity 4, Section 4120,3 replacing the 

prior procedures; (ii) adding 

information about dissemination of 

Auction Reference Prices and Auction 

Collars in Rule 4753(a)(3); and (iii) 

adding Rules for a modified closing 

cross in Rule 4754(b)(7). 

In addition, the Exchange proposes to 

make a number of changes in Equity 4, 

including: (i) removing references to the 

Limit-Up-Limit-Down (‘‘LULD’’) Closing 

Cross in Rule 4702 and Rule 4755; (ii) 

clarifying how Auction Reference Prices 

and Auction Collars are disseminated in 

Rule 4753(a)(3); (iii) clarifying rule 

language about cancellation of IOC 

Orders for halted securities in Rule 

4753(e); (iv) specifying that the Nasdaq 

Closing Cross shall include the LULD 

Closing Cross and the Hybrid Closing 

Cross in Rule 4754(a)(6); (v) adding 

‘‘NOII’’ as an alternative defined term 

for ‘‘Order Imbalance Indicator’’ in Rule 

4754(a)(7); (vi) adding ‘‘EOII’’ as an 

alternative defined term for ‘‘Early 

Order Imbalance Indicator’’ in Rule 

4754(a)(10); (vii) amending language 

related to handling of late Limit on 

Close (‘‘LOC’’) Orders 4 in Rule 

4754(b)(6); and (viii) modifying the 

priority for orders participating in the 

LULD Closing Cross in Rule 4754(b)(6). 

Background 

The Exchange currently offers price 

protection mechanisms in most of the 

auctions it conducts during the normal 

course of trading (including opening/ 

closing auction, market-wide circuit 

breaker (‘‘MWCB’’) halts,5 and LULD 

pauses 6). In February 2023, there was 

an instance where a stock was halted for 

pending news and reopened at a price 

that was significantly away from its 

current market value due to an 

erroneous market order. Given such 

event, the Exchange believes that 

additional price protections specific to 

the halt cross process are needed. 

Implementing these new protections 

would help to ensure that securities 

reopen within a reasonable price range 

after the Exchange halts a security. 

The Exchange proposes to implement 

a new price protection mechanism to 

the Nasdaq Halt Cross 7 process. In 

2017, the Exchange amended its auction 

process for reopening a Nasdaq listed 

security following a trading pause 

initiated pursuant to the LULD Plan.8

Specifically, the Exchange modified its 

Rules such that initial Auction Collars 

following a trading pause are calculated 

based on the Price Band that triggered 

the trading pause, and instituted the 

process for extending the auction and 

further widening the collars if necessary 

to accommodate buy or sell pressure 

outside of the collars then in effect.9 In 

2020, the Exchange amended its auction 

process for reopening a Nasdaq listed 

security following a MWCB halt to 

follow a process similar to the process 

applied for releasing a security 

following a trading pause under the 

LULD Plan.10 The Exchange believes 

that these changes have been effective in 

facilitating a fair and orderly market 

following trading pauses initiated 

pursuant to the LULD Plan and 

following MWCB halts, and proposes to 

implement similar functionality for 

certain trading halts.11 The Exchange 

believes that the proposed changes 

would promote price formation and 

provide a more consistent reopening 

process for members and investors 

following such trading halts. 

The new price protection mechanism 

would be similar to what is currently 

utilized for reopening stocks following a 

MWCB halt or LULD trading pause, 

where pre-determined price collars 

would be built into the halt cross 

process. As described in more detail 

below, the Exchange proposes to 

establish a threshold of 10% below and 

above a reference price, within which 

the price of the stock must fall to 

reopen. If the price falls outside of those 

collars after an initial 5-minute displayonly period, the collars would be 

widened by the same threshold amount 

as the initial collars and a subsequent 5- 

minute display-only period would 

commence. If the price falls outside of 

those collars after the second 5-minute 

display-only period, the collars would 

be widened by 20% below and above 

the reference price and a third 5-minute 

period would commence. This process 

would continue (at 20%) until the price 

falls within the set thresholds, after 

which the auction would execute and 

the stock would reopen for trading. 

Customers would benefit from having 

the new price collar protections in place 

as it would ensure that executions 

received during the halt cross process 

are filled at prices that reflect the true 

market for the security. Allowing 

additional time for improved price 

discovery could increase market 

participation, improving liquidity and 

helping reduce price volatility.12

Proposed Changes to Rule 4120 (Limit 

Up-Limit Down Plan and Trading Halts) 

As noted above, the Exchange 

proposes to introduce price protections 

to the halt cross process that are similar 

to the protections used today for 

reopening stocks following a LULD 

pause and MWCB halt and would 

ensure that the reopening price is 

reasonably related to current market 

conditions. The Exchange proposes to 

remove the current procedure for 

terminating certain trading halts 

provided in Rule 4120(c)(7) and replace 


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Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91855 

13This covers trading halts related to 

dissemination of material news for Nasdaq-listed 

securities (see Rule 4120(a)(1)); halts of Nasdaqlisted American Depository Receipts or other 

Nasdaq-listed securities where underlying 

securities are halted by foreign markets or 

regulators for regulatory reasons (see Rule 

4120(a)(4)); halts related to Exchange requests from 

issuers relating to material news, the issuer’s ability 

to meet listing qualification requirements, or other 

information necessary to protect investors and the 

public interest (see Rule 4120(a)(5)); halts related to 

extraordinary market activity (see Rule 4120(a)(6)); 

halts in certain products where the Intraday 

Indicative Value or index value is not disseminated 

as required (see Rule 4120(a)(9)); halts in certain 

products where the net asset value is not being 

disseminated to all market participants at the same 

time (see Rule 4120(a)(10)); halts related to large 

price moves for Nasdaq-listed securities not covered 

by the LULD Plan (see Rule 4120(a)(11)), and halts 

related to reverse stock splits (see Rule 4120(a)(14)). 

In 2023, 98% of these aforementioned halts were 

news-related halts. The Exchange focuses on these 

specific trading halts because these halts currently 

not do have any price protection mechanism in 

place for the reopening of securities following a 

halt. 

14See Rule 4120(c)(10). 

15See Rule 4121(d). 

16 If there is no Nasdaq last sale price, the prior 

trading day’s NOCP is preferable for establishing 

the Auction Reference Price. The NOCP, as opposed 

to the last sale price on another exchange, serves 

as the next best reference price as it is derived from 

the primary market center for the Nasdaq-listed 

securities. 

17The Nasdaq last sale price reflects the last sale 

price of that trading session. 

18Although the proposal would allow for some 

discretion to MarketWatch, the Exchange notes that 

such discretion is limited to setting the Auction 

Reference Price in these rare instances, which does 

not determine the ultimate price at which the 

security will trade. In exercising such limited 

discretion in these rare instances, MarketWatch 

would source the best estimation for the Auction 

Reference Price from an external vendor. 

19See Rule 4121(d)(1)(A). 

20See Rule 4120(c)(10)(A)(i). 

21Further, LULD bands are published only during 

regular trading hours 9:30a.m.–4:00p.m. which 

prevents it from being considered as a refence price 

as halt auctions can occur at all eligible trading 

hours 4:00a.m.–8:00p.m. 

22The term ‘‘minimum price increment’’ means 

$0.01 in the case of a System Security priced at $1 

or more per share, and $0.0001 in the case of a 

System Security priced at less than $1 per share. 

See Equity 1, Section 1(a)(13). 

with proposed rule language describing 

the new procedure in proposed Rule 

4120(c)(7). The Exchange believes that 

the imposition of price collars and a 

mechanism similar to what it currently 

utilized for reopening a security 

following a LULD trading pause or a 

MWCB halt would provide the 

Exchange with a price protection 

mechanism that is lacking under the 

Exchange’s current Rules. The current 

reopening process does not have a 

mechanism for calculating price collars 

and a process for widening the collars 

if necessary to accommodate buy or sell 

pressure outside of the collars then in 

effect. The Exchange believes that its 

proposal would facilitate a fair and 

orderly market by reducing the potential 

for significant price disparity in postauction trading. 

Example A: The below is illustrative 

of the proposed price protections to the 

halt cross process: 

• 1:30p.m.: assume symbol ABC 

enters a regulatory halt; the last sale/ 

reference price is $100.00; and auction 

collars are calculated at $90.00/$110.00; 

• 1:35p.m.: the calculated auction 

reference price is $114.00; the display 

only period is extended to 1:40pm; and 

the new auction collars are $80.00/ 

$120.00; 

• 1:40p.m.: the calculated auction 

reference price is $122.00; the display 

only period is extended to 1:45pm; and 

the new auction collars are $60.00/ 

$140.00; 

• 1:45p.m.: the calculated auction 

reference price is $132.00; at 1:45:01pm, 

there is no longer an order imbalance so 

the halt cross commences and the 

security is released for trading. 

The introductory language in 

proposed Rule 4120(c)(7) provides that, 

a trading halt initiated under Rule 

4120(a)(1), (4), (5), (6), (9), (10), (11) or 

(14) 13 shall be terminated when Nasdaq 

releases the security for trading. It 

would also provide that, for any such 

security listed on Nasdaq, prior to 

terminating the halt, there would be a 5- 

minute ‘‘Initial Display Only Period’’ 

during which market participants may 

enter quotations and orders in that 

security in Nasdaq systems. This is 

consistent with the process employed 

for reopening securities following LULD 

trading pauses.14 This is also consistent 

with the process employed for 

reopening securities following MWCB 

halts, except that in the case of a MWCB 

halt, the Initial Display Only Period is 

15 minutes in length (as opposed to 5) 

to coincide with the entire duration of 

the MWCB halt.15 In addition, such 

introductory language is consistent with 

current rule language, with minor 

revisions. The minor revisions include 

referencing a ‘‘halt’’ rather than both a 

‘‘halt or pause’’ for clarification and 

adding a specific defined term of 

‘‘Initial Display Only Period’’ for the 5- 

minute period referenced. The types of 

halts covered by Rule 4120(c)(7) (i.e., 

trading halt initiated under Rule 

4120(a)(1), (4), (5), (6), (9), (10), (11) or 

(14)) remain unchanged. 

Proposed Rule 4120(c)(7)(A) describes 

the Exchange’s proposed process for 

establishing the ‘‘Auction Reference 

Price’’. The Auction Reference Price 

would mean: (a) the Nasdaq last sale 

price (either round or odd lot); and (b) 

if there is no Nasdaq last sale price, the 

prior trading day’s Nasdaq Official 

Closing Price (‘‘NOCP’’).16 The 

Exchange proposes to use the Nasdaq 

last sale price 17 (or if none, the NOCP) 

as this price is reflective of the current 

market for the halted security. The 

Exchange proposes to use Nasdaq 

specific prices rather than market-wide 

prices, consistent with MWCB, because 

of the accessibility and controllability of 

the Exchange data. In rare instances 

where there is no Nasdaq last sale price 

or NOCP, Nasdaq’s MarketWatch 

Department (‘‘MarketWatch’’) would 

have discretion to set the Auction 

Reference Price.18 The Exchange 

proposes to set the Auction Reference 

Price in a manner similar to that which 

is utilized for MWCB halts, in which the 

Auction Reference Price is the Nasdaq 

last sale price or if none, the NOCP.19

However, the Exchange believes it is 

important to have a mechanism by 

which it may set a reference price in 

rare situations where there is no Nasdaq 

last sale price or NOCP. Similar to 

MWCB, the Exchange is not proposing 

to use the LULD Auction Reference 

Price, which is based on the Price Band 

that triggered the trading pause,20 as the 

Exchange believes that a different 

reference is necessary for a reopening 

process that is unrelated to the LULD 

mechanism. LULD and halt crosses use 

distinctly different reference prices in 

the auction pricing methodology. The 

reference price in a LULD auction in all 

cases will be either the pre-calculated 

upper or lower LULD band value that 

was last disseminated. In contrast, the 

reference price of a regulatory halt will 

use the prevailing last price or 

designated price in the event there is no 

last price. The last prevailing price is 

more representative of the current value 

of a security, and as such, a better 

reference price to use for the halt 

reopening auction methodology.21

Proposed Rule 4120(c)(7)(A) also 

describes the Exchange’s proposed 

process for determining the upper and 

lower ‘‘Auction Collar’’ prices. For 

securities with an Auction Reference 

Price of greater than $1, the lower 

Auction Collar price (which is rounded 

to the nearest minimum price 

increment 22) is derived by subtracting 

$1 or 10% of the Auction Reference 

Price, whichever is greater, from the 

Auction Reference Price. For securities 

with an Auction Reference Price of $1 

or less, the lower Auction Collar price 

(which is rounded to the nearest 

minimum price increment) is derived by 

subtracting $0.50 or 10% of the Auction 

Reference Price, whichever is greater, 

from the Auction Reference Price. For 

securities with an Auction Reference 


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23See Rule 4121(d)(1)(B). 

24See Rule 4120(c)(10)(A)(ii). In the LULD 

context, the initial price collar thresholds are 

asymmetrically updated because direction of the 

order imbalance (buyer/seller imbalances) are 

known at the time of the pause. In the halt cross 

context, the direction of the order imbalance 

(buyer/seller imbalances) is not known at the time 

of the halt. Accordingly, the initial price collar 

thresholds need to be applied symmetrically before 

arriving at the price at which the security will trade. 

25For example, a news driven halt related to a 

drug announcement may warrant a significant price 

movement in a short period of time and a wider 

collar would allow the stock to reopen in a 

reasonable period. 

26See Rule 4120(c)(10)(A)(ii); Rule 4121(d)(1)(B). 

27The definition of an order imbalance is 

described below and included in proposed Rule 

4120(c)(7)(E). 

28See Rule 4120(c)(10)(B). 

29See Rule 4121(d)(2). 

30See Rule 4120(c)(10)(B); Rule 4121(d)(2). 

Price of greater than $1, the upper 

Auction Collar price (which is rounded 

to the nearest minimum price 

increment) is derived by adding $1 or 

10% of the Auction Reference Price, 

whichever is greater, to the Auction 

Reference Price. For securities with an 

Auction Reference Price of $1 or less, 

the upper Auction Collar price (which 

is rounded to the nearest minimum 

price increment) is derived by adding 

$0.50 or 10% of the Auction Reference 

Price, whichever is greater, to the 

Auction Reference Price. The proposed 

process for calculating the upper and 

lower Auction Collars is similar to the 

process used to calculate MWCB 

Auction Collars, where initial 

thresholds are applied on both sides of 

the Auction Reference Price.23 In 

contrast, the initial price collar 

thresholds used for the LULD 

mechanism are determined by the 

direction of the trading that invoked the 

trading pause and the price of the LULD 

Band in place at the time the trading 

pause was triggered.24 In this case, 

because there would not be a securityspecific pricing direction reason for the 

halt, the Exchange believes that it is 

appropriate to apply the initial 

thresholds on both sides of the Auction 

Reference Price, as is currently done in 

the case of a MWCB halt. While the 

specific price collar thresholds used for 

the LULD and MWCB mechanisms are 

5% of the Auction Reference Price, the 

proposed rule change would provide 

price collar thresholds of 10% (and 20% 

in the event a security enters a third 

period, as described below) of the 

Auction Reference Price. These price 

collar thresholds are appropriate as they 

balance the need for price protections 

with the desire to promote efficient 

price discovery and minimize the length 

of the interruption from a trading halt. 

The Exchange believes it is appropriate 

to set the price collar thresholds at a 

higher percentage as compared to the 

price collar thresholds used for the 

LULD and MWCB mechanisms because 

halts under the proposal are more likely 

to have a significant price impact, 

warranting wider collars to allow for 

price discovery to happen quicker.25

While the LULD and MWCB 

mechanisms provide a price collar 

threshold of $0.15 for securities with an 

Auction Reference Price of $3 or less,26

the Exchange proposes to include 

minimum threshold amounts for 

calculating the price collars (i.e., $0.50 

for securities with an Auction Reference 

Price of $1 or less and $1 for securities 

with an Auction Reference Price of 

greater than $1) to ensure that the 

Auction Collars for lower-priced 

securities are wide enough to allow for 

reopening and effective price discovery. 

This approach is reasonable because 

lower priced stocks can have significant 

price movement which warrants a 

greater minimum threshold in order to 

allow for efficient price discovery and a 

more timely reopening. 

Proposed Rule 4120(c)(7)(B) describes 

what would happen at the end of the 

Initial Display Only Period, the 

circumstances when the Exchange 

would extend the Display Only Period, 

and how the Exchange would adjust the 

Auction Collars for an extension. At the 

conclusion of the Initial Display Only 

Period, the security would be released 

for trading unless, at the end of an 

Initial Display Only Period, Nasdaq 

detects an order imbalance 27 in the 

security. In that case, Nasdaq would 

extend the Display Only Period for an 

additional 5-minute period (‘‘Extended 

Display Only Period’’), and the Auction 

Collar prices would be adjusted as 

follows: The new lower Auction Collar 

price is derived by subtracting $1 or 

10% of the initial Auction Reference 

Price, whichever is greater, from the 

previous lower Auction Collar price for 

securities with an Auction Reference 

Price of greater than $1 or $0.50 or 10% 

of the initial Auction Reference Price, 

whichever is greater, from the previous 

lower Auction Collar price for securities 

with an Auction Reference price of $1 

or less. The new upper Auction Collar 

price is derived by adding $1 or 10% of 

the initial Auction Reference Price, 

whichever is greater, to the previous 

upper Auction Collar price for securities 

with an Auction Reference Price of 

greater than $1 or $0.50 or 10% of the 

initial Auction Reference Price, 

whichever is greater, to the previous 

upper Auction Collar price for securities 

with an Auction Reference price of $1 

or less. The proposed process for 

initiating extensions is similar to the 

process currently used for extending 

trading pauses or halts under LULD 28

and MWCB,29 with a couple differences. 

First, the proposed minimum thresholds 

and percentages used to calculate the 

Auction Collars during the Extended 

Display Only Period are consistent with 

that of the Initial Display Only Period 

and continue to differ from the LULD 

and MWCB mechanisms in that regard, 

as discussed above. Second, the 

proposed process for calculating the 

upper and lower Auction Collars during 

the Extended Display Only Period is 

similar to the process used to calculate 

Auction Collars during the Initial 

Display Only Period, where thresholds 

are applied on both sides of the Auction 

Reference Price. In contrast, the price 

collar thresholds used for the LULD and 

MWCB mechanisms are applied only in 

the direction that caused extension of 

the Display Only Period.30 In this case, 

the Exchange believes that it is 

appropriate to continue to apply the 

thresholds on both sides of the Auction 

Reference Price to accommodate price 

swings in either direction and to 

increase the likelihood of resolving 

order imbalances. 

Proposed Rule 4120(c)(7)(C) explains 

what would happen at the end of the 

Extended Display Only Period. At the 

conclusion of the Extended Display 

Only Period, the security would be 

released for trading unless, at the end of 

the Extended Display Only Period, 

Nasdaq detects an order imbalance in 

the security. In that case, Nasdaq would 

further extend the Display Only Period 

for an additional 5-minute period 

(‘‘Third Period’’), and the Auction 

Collar prices would be adjusted as 

follows: The new lower Auction Collar 

price is derived by subtracting $1 or 

20% of the initial Auction Reference 

Price, whichever is greater, from the 

previous lower Auction Collar price for 

securities with an Auction Reference 

Price of greater than $1 or $0.50 or 20% 

of the initial Auction Reference Price, 

whichever is greater, from the previous 

lower Auction Collar price for securities 

with an Auction Reference price of $1 

or less. The new upper Auction Collar 

price is derived by adding $1 or 20% of 

the initial Auction Reference Price, 

whichever is greater, to the previous 

upper Auction Collar price for securities 

with an Auction Reference Price of 

greater than $1 or $0.50 or 20% of the 

initial Auction Reference Price, 

whichever is greater, to the previous 

upper Auction Collar price for securities 

with an Auction Reference price of $1 

or less. Nasdaq would release the 


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31The ‘‘first point’’ there is no order imbalance 

would occur after the next NOII message 

dissemination. 

32Unlike the Initial Display Only Period and the 

Extended Display Only Period, the security could 

be released for trading prior to the end of the Third 

Period. For example, assume ABC security enters a 

regulatory halt at 1:30 p.m. The last sale/reference 

price is $100. The auction collars are $90 and $110. 

At 1:35 p.m., the calculated price at which the 

security would be released for trading is $122. The 

display only period is extended until 1:40. The new 

auction collars are $80 and $120. At 1:40 p.m., the 

calculated price at which the security would be 

release for trading is still $122. The Third Period 

commences at 1:40 p.m. The new auction collars 

are $60 and $140. At 1:40:01 p.m., the system 

detects that there is no longer an Order Imbalance 

so the Halt Cross commences and the security is 

released for trading. 

33See Rule 4120(c)(10)(C); Rule 4121(d)(3). 

34All times referenced in this filing are Eastern 

Time. 

35See Rule 4120(c)(10)(D). 

36See Rule 4120(c)(10)(E); Rule 4121(d)(4). 

37See Rule 4120(a)(12)(G). 

38Supra note 13. 

39The LULD Closing Cross is the Exchange’s 

auction process for executing closing trades in 

Nasdaq-listed securities when a trading pause 

pursuant to Rule 4120(a)(12) exists at or after 3:50 

p.m. and before 4:00 p.m. See Rule 4754(b)(6). 

40As described below, the Exchange proposes to 

establish the Hybrid Closing Cross in Rule 

4754(b)(7). The Hybrid Closing Cross would be the 

Exchange’s auction process for executing closing 

trades in Nasdaq-listed securities when a trading 

halt pursuant to Rules 4120(a)(1), (4), (5), (6), (9), 

(10), (11), or (14) exists at or after 3:50 p.m. and 

before 4:00 p.m. 

41 Dissemination will take place on Nasdaq’s 

proprietary feed, Nasdaq TotalView-ITCH. As is the 

case with MWCB halts and to be consistent with 

current Exchange processes, the Exchange will not 

send auction information to the SIP, including price 

collars and the number of extensions. While auction 

information for LULD pauses is disseminated to the 

SIP per plan requirements, the Exchange does not 

disseminate auction information to the SIP for other 

halts. 

security for trading at the first point 31

there is no order imbalance.32 The 

Exchange believes it is appropriate to 

widen the collars by 20% instead of 

10% to the extent a security has not 

reopened after the Extended Display 

Only Period because the order 

imbalance may be indicative that a 

significant price movement in the 

security is warranted based on the news 

announcement (or otherwise). If the 

security has not been released for 

trading by the conclusion of the Third 

Period, Nasdaq will continue to adjust 

the Auction Collar prices every five 

minutes in the manner described in this 

Rule 4120(c)(7)(C) until the security is 

released for trading. Other than the 

change in the percentage by which the 

Exchange will widen the collars, the 

process in proposed Rule 4120(c)(7)(C) 

is consistent with that of the LULD and 

MWCB mechanisms.33

Proposed Rule 4120(c)(7)(D) explains 

that, notwithstanding Rule 

4120(c)(7)(A)–(C), a trading halt that 

exists at or after 3:50 p.m.34 in a stock 

shall reopen via a Hybrid Closing Cross 

pursuant to Rule 4754(b)(7). As 

described in more detail below, the 

Hybrid Closing Cross would provide an 

alternative process for executing closing 

trades on the Exchange. Proposed Rule 

4120(c)(7)(D) is consistent with the 

LULD mechanism, where a stock 

reopens via a LULD Closing Cross where 

a trading pause exists at or after 3:50 

p.m.35

Proposed Rule 4120(c)(7)(E) explains 

when an order imbalance exists. 

Specifically, it provides that, for 

purposes of Rule 4120(c)(7), upon 

completion of the cross calculation an 

order imbalance shall be established as 

follows: the calculated price at which 

the security would be released for 

trading is above (below) the upper 

(lower) Auction Collar price; or (ii) all 

market orders would not be executed in 

the cross. This is the same manner in 

which an order imbalance is established 

under the current reopening process for 

trading pauses and MWCB halts.36

Proposed Rule 4120(c)(7)(F) provides 

that, if the Exchange is unable to reopen 

trading due to a systems or technology 

issue, it shall notify the securities 

information processor immediately. 

This is consistent with the Exchange’s 

notification process for LULD.37

In sum, the proposed changes to Rule 

4120(c)(7) would establish a price 

protection mechanism for the halt cross 

process for securities halted under the 

provisions noted above.38 The proposed 

price protection mechanism is similar to 

what is currently utilized for reopening 

stocks following a LULD trading pause 

or MWCB halt. Price collars would be 

built into the halt cross process and if 

the price falls outside of those collars 

after an initial 5-minute display only 

period, the collars would be widened by 

the same threshold amount as the initial 

collars and a subsequent 5-minute 

display only period would commence. If 

the price falls outside of those collars 

after the second 5-minute display only 

period, the collars would be widened by 

a wider amount and a subsequent, third 

period would commence. This process 

would continue until the price falls 

within the set thresholds, after which 

the auction would execute and the stock 

would reopen for trading. Customers 

would benefit from having the new 

price collar protections in place as it 

would ensure that executions received 

during the halt cross process are filled 

at prices that reflect the true market for 

the security. Allowing additional time 

for improved price discovery could 

increase market participation, 

improving liquidity and helping reduce 

price volatility. 

Proposed Changes to Rule 4702 (Order 

Types) 

The Exchange proposes to amend 

Rule 4702 by deleting references to the 

LULD Closing Cross from Rule 

4702(b)(12) (Limit on Close (LOC) 

Orders) and Rule 4702(b)(17) (Extended 

Trading Close (ETC) Orders). The 

Exchange believes that the LULD 

Closing Cross 39 as well as the proposed 

Hybrid Closing Cross 40 should be 

included in the definition of the Nasdaq 

Closing Cross because the LULD Closing 

Cross and the Hybrid Closing Cross are 

alternative processes for executing 

closing trades on the Exchange and 

therefore do not need to be specifically 

referenced in the Rules where the 

Nasdaq Closing Cross is already 

referenced, thereby simplifying the rule 

language. For clarification, the Exchange 

also proposes to specify that the Nasdaq 

Closing Cross includes the LULD 

Closing Cross and Hybrid Closing Cross 

in the definition of the Nasdaq Closing 

Cross in Rule 4754(a)(6), as described 

below. 

Proposed Changes to Rule 4753 (Nasdaq 

Halt Cross) 

First, the Exchange proposes to clarify 

that Auction Reference Prices and 

Auction Collars are not included in the 

Order Imbalance Indicator, but instead 

are disseminated in a separate message. 

For purposes of LULD and MWCB, the 

Rules incorrectly state that the Auction 

Reference Prices and Auction Collars 

are included in the Order Imbalance 

Indicator and the Exchange proposes to 

correct such inaccuracies by modifying 

Section (F) and (G) in Rule 4753(a)(3) 

accordingly. 

The Exchange also proposes to add 

section (H) in Rule 4753(a)(3). This 

section (H) would provide that, for 

purposes of a trading halt initiated 

under Rule 4120(a)(1), (4), (5), (6), (9), 

(10), (11) or (14), the Exchange will 

disseminate a separate message with 

Auction Reference Prices and Auction 

Collars, as defined in Rule 

4120(c)(7)(A).41 This is consistent with 

dissemination of Auction Reference 

Prices and Auction Collars for purposes 

of LULD pauses and MWCB halts. 

Rule 4753(e) currently states that any 

IOC Order for a halted security that is 

entered prior to the Nasdaq Closing 

Cross and for which the halt remains in 

effect at the commencement of the 

Nasdaq Closing Cross, shall be cancelled 

immediately after the Nasdaq Closing 

Cross. With the introduction of the 

Hybrid Closing Cross, as described 

further below, if the quoting period has 


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42See Rule 4754(b)(3)(B); see also Securities 

Exchange Act Release No. 34–97973 (July 25, 2023), 

88 FR 49522 (July 31, 2023) (Notice of Filing and 

Immediate Effectiveness of File No. SR–NASDAQ– 

2023–024 to Amend Equity 4, Rules 4752, 4753, 

and 4754). 

43 In contrast, today, such halts would typically 

not be scheduled to resume trading during such 

period, avoiding interference with the closing cross. 

44See supra note 13. 45A halted stock that has not entered the Display 

Only Period at or after 3:50 and before 4:00 p.m. 

would not participate in the Hybrid Closing Cross 

and would remain halted. 46 ‘‘Close Eligible Interest’’ means any quotation 

or any order that may be entered into the system 

and designated with a time-in-force of SDAY, 

SGTC, MDAY, MGTC, SHEX, or GTMC. The System 

will delay processing any full cancellation request 

for Close Eligible Interest made during the Nasdaq 

Closing Cross until such time as the Nasdaq Closing 

Cross concludes, except for securities in a halt or 

pause. During a halt or pause, the System will 

process any full or partial cancellation request for 

Close Eligible Interest made for such halted or 

paused security during the Nasdaq Closing Cross. 

See Rule 4754(a)(1). 

47A ‘‘Market On Close Order’’ or ‘‘MOC Order’’ 

is an Order Type entered without a price that may 

be executed only during the Nasdaq Closing Cross. 

See Rule 4702(b)(11). 

commenced at any time prior to 4 p.m. 

IOC orders for halted securities would 

execute in the Hybrid Closing Cross. 

Similarly, IOC orders could also execute 

in the LULD Closing Cross. Therefore, 

the Exchange proposes to clarify, in 

Rule 4753(e), that any IOC Order for a 

halted security that is entered prior to 

the Nasdaq Closing Cross and for which 

the halt remains in effect at the 

commencement of the Nasdaq Closing 

Cross, shall either execute in the 

Nasdaq Closing Cross or be cancelled 

immediately after the Nasdaq Closing 

Cross. 

Proposed Changes to Rule 4754 (Nasdaq 

Closing Cross) 

First, the Exchange proposes to 

amend the definition of ‘‘Nasdaq 

Closing Cross’’ in Rule 4754(a)(6). As 

noted above, the Exchange believes that 

the LULD Closing Cross and Hybrid 

Closing Cross should be included in the 

definition of Nasdaq Closing Cross 

because they are types of closing 

crosses. The Exchange therefore 

proposes to clarify that the Nasdaq 

Closing Cross shall include the LULD 

Closing Cross and the Hybrid Closing 

Cross in Rule 4754(a)(6). Such change 

would allow the Exchange to simplify 

its rule language and prevent the 

Exchange from needing to list the LULD 

Closing Cross and Hybrid Closing Cross 

where the Nasdaq Closing Cross is 

referenced in the Rules. 

Second, the Exchange proposes to add 

‘‘NOII’’ as an alternative defined term 

for ‘‘Order Imbalance Indicator’’ in Rule 

4754(a)(7). NOII is currently referenced 

in the Rules and the Exchange proposes 

to add references to NOII in the 

proposed rule change; however, NOII is 

not currently defined in the Rules. The 

Exchange is not proposing to make any 

substantive changes to the meaning of 

NOII or Order Imbalance Indicator. 

Rather, the Exchange wishes to provide 

clarity regarding the definition of NOII. 

Third, the Exchange proposes to add 

‘‘EOII’’ as an alternative defined term for 

‘‘Early Order Imbalance Indicator’’ in 

Rule 4754(a)(10). EOII is currently 

referenced in the Rules and the 

Exchange proposes to add references to 

EOII in the proposed rule change; 

however, EOII is not currently defined 

in the Rules. The Exchange is not 

proposing to make any substantive 

changes to the meaning of EOII or Early 

Order Imbalance Indicator. Rather, the 

Exchange wishes to provide clarity 

regarding the definition of EOII. 

Fourth, the Exchange proposes to 

make two changes to Rule 4754(b)(6), 

which relates to the LULD Closing Cross 

Following Limit-Up-Limit-Down 

Trading Pause. In part, Rule 

4754(b)(6)(F)(ii) sets forth Rules as to 

how the Exchange would handle LOC 

Orders entered between 3:55 p.m. and 

immediately prior to 3:58 p.m. The 

Exchange wishes to make a clarifying 

change to specify that the relevant 

timeframe is after the NOII immediately 

following 3:55 p.m. and immediately 

prior to 3:58 p.m. In other words, 

instead of stating ‘‘between 3:55 p.m. ET 

and immediately prior to 3:58 p.m. ET,’’ 

the Exchange proposes to state, ‘‘after 

the NOII immediately following 3:55 

p.m. ET and immediately prior to 3:58 

p.m. ET’’ to ensure the Rule is precise. 

In addition, the Exchange wishes to 

modify in Rule 4754(b)(6)(G) that orders 

participating in the LULD Closing Cross 

shall be executed in price/display/time 

priority rather than just price/time 

priority as the current rule language 

states. This modification would be 

consistent with how the Exchange 

generally assigns priority with the 

execution of Displayed Orders and 

interest before Non-Displayed Orders. 

Specifically, Rule 4754(b)(3)(B) 

prescribes that, in the Closing Cross, the 

Exchange prioritizes as a group the 

execution of Displayed Orders and 

interest, with price as the primary 

priority, and then within each price 

level, with time as the secondary 

priority.42 Accordingly, the Exchange 

proposes to update the rule to reflect 

this current behavior, whereby 

displayed orders are executed ahead of 

hidden orders. Such change would 

provide more specificity in the Rule for 

accuracy. 

Lastly, in proposed Rule 4754(b)(7), 

the Exchange proposes to adopt a 

modified closing cross (defined as the 

‘‘Hybrid Closing Cross’’) that the 

Exchange would conduct for Nasdaqlisted securities when a trading halt 

pursuant to Rule 4120(a)(1), (4), (5), (6), 

(9), (10), (11) or (14) exists at or after 

3:50 p.m. and before 4:00 p.m.43 Today, 

the Exchange has not needed to handle 

a halt reopening auction at or after 3:50 

p.m. and before 4:00 p.m. due to the 

current policy of MarketWatch not 

scheduling any reopening of a security 

past 3:30 p.m. The Exchange in practice 

does not want to negatively impact the 

price discovery process because of the 

possibility of a conflict between a halt 

cross reopening and the official closing 

cross in the closing minutes of the 

trading day. Under the Exchange’s halt 

cross protection proposal, however, and 

its advent of collars and extensions, it 

is possible for a stock to be scheduled 

for reopening well ahead of the 4:00 

p.m. close and have its quoting period 

extended multiple times past 3:50 p.m. 

due to its reference price falling outside 

of the established collars. As such, our 

proposed Hybrid Closing Cross process 

eliminates the possibility of a 

conflicting cross and allows the 

Exchange to ensure that it can establish 

an efficient price discovery process for 

the closing price upon the market close 

at 4:00 p.m. The Hybrid Closing Cross 

provides an alternative process for 

executing closing trades on Nasdaq for 

when certain trading halts 44 exist at or 

after 3:50 p.m. and before 4:00 p.m. (if 

the Display Only Period has begun for 

a halted security). The Exchange 

believes that the price protections for 

the LULD Closing Cross have been 

effective at facilitating price discovery 

and ensuring that the closing price of a 

security is reasonably based on current 

market conditions in the security, and 

therefore proposes to adopt similar price 

protections for its Hybrid Closing Cross. 

Under the proposal, a halted security 

would only be eligible to resume trading 

via the Hybrid Closing Cross after the 

Display Only Period begins.45 The 

Exchange proposes to define ‘‘Auction 

Reference Price’’, ‘‘Eligible Interest’’, 

and ‘‘Imbalance’’ in Rule 4754(b)(7)(A) 

for purposes of Rule 4754(b)(7). 

‘‘Auction Reference Price’’ would have 

the same meaning as defined in Rule 

4120(c)(7)(A), discussed above. ‘‘Eligible 

Interest’’ would have the same meaning 

as ‘‘Close Eligible Interest’’ in Rule 

4754(a),46 with the addition of any new 

orders with an eligible underlying Order 

Type and Attribute, entered during the 

trading halt. ‘‘Imbalance’’ would mean 

the number of shares of buy or sell 

Market on Close (‘‘MOC’’),47 LOC 

Orders, or Eligible Interest that cannot 


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48See Rule 4754(b)(6)(A). 

49See Rule 4754(b)(6)(B). 

50See Rule 4754(a)(10). 

51See Rule 4754(a)(7). 

52See Rule 4754(a)(7)(E)(ii). 

53See Rule 4754(a)(7)(E)(i). 

54See Rule 4754(b)(6)(C). 

55An ‘‘Imbalance Only Order’’ or ‘‘IO Order’’ is 

an Order entered with a price that may be executed 

only in the Nasdaq Closing Cross and only against 

MOC Orders or LOC Orders. See Rule 4702(b)(13). 

56The ‘‘entered price’’ refers to the price of the 

cross eligible order interest at which shares would 

remain unexecuted in the Hybrid Closing Cross. 

57See Rule 4754(b)(6)(D). 

58See Rule 4754(b)(7)(A)(i). 

59See Rule 4754(b)(6)(D)(iv)(b). 

60See Rule 4752(d)(2)(E)(Opening Cross); Rule 

4754(b)(2)(E)(Closing Cross); Rule 

4754(b)(6)(E)(LULD Closing Cross). 

61Rule 4754(b)(6)(E)(LULD Closing Cross). 

62Though other order types are also applicable, 

the Exchange calls out MOC, LOC and IO Orders 

to make it clear that, for these order types, there 

may be exceptions to the general rule that ‘‘During 

the halt and prior to 4:00 p.m., new orders may be 

entered, modified, and cancelled and may 

participate in the Hybrid Closing Cross.’’ As such, 

the Exchange proposes to make it clear that Rules 

4702(b)(11), 4702(b)(12), and 4702(b)(13) prevail. 

63The System would not accept late LOC orders 

in this scenario because if a security entered a 

trading halt prior and up to 3:50 p.m. ET, there 

would be no relevant reference prices, upon which 

such orders depend. 

be matched with other MOC, LOC, or 

Imbalance Only (‘‘IO’’) Order shares or 

Eligible Interest at a particular price at 

any given time. These proposed 

definitions are consistent with the 

definitions of Eligible Interest and 

Imbalance used for purposes of the 

LULD Closing Cross.48

In proposed Rule 4754(b)(7)(B), the 

Exchange proposes to specify the timing 

of the Hybrid Closing Cross and After 

Hours Trading, as well as what happens 

if there is insufficient trading in the 

System to execute a Hybrid Closing 

Cross. For trading halts existing at or 

after 3:50 and before 4:00 p.m., the 

Hybrid Closing Cross would occur at 

4:00 p.m. After Hours Trading would 

commence after the Hybrid Closing 

Cross executes. If there is insufficient 

trading interest in the Nasdaq system to 

execute a Hybrid Closing Cross, Nasdaq 

would not conduct a cross in that 

security and would instead use the last 

sale on Nasdaq as the NOCP in that 

security for that trading day. After 

Hours Trading would commence after 

Nasdaq publishes the NOCP. Such 

procedures are consistent with that of 

the LULD Closing Cross.49

Proposed Rule 4754(b)(7)(C) provides 

information about dissemination of the 

EOII 50 and NOII 51 and about the price 

at which the Hybrid Closing Cross 

would execute. Specifically, Nasdaq 

proposes to continue disseminating the 

EOII and the NOII pursuant to Rule 

4754(b)(1) until After Hours Trading 

begins. The Near Clearing Price 52 and 

Reference Prices contained in the EOII 

and the NOII, as applicable, would 

represent the price at which the Hybrid 

Closing Cross would execute should the 

cross conclude at that time, bounded by 

the Threshold Prices (defined below), 

and the Far Clearing Price 53 would 

represent the price at which the Hybrid 

Closing Cross would execute should the 

cross conclude at that time, if it were 

not bounded by the Threshold Prices 

(defined below). Such procedures are 

similar to that of the LULD Closing 

Cross.54

Proposed Rule 4754(b)(7)(D) would 

specify that the Hybrid Closing Cross 

would occur at the price within the 

threshold prices established pursuant to 

Rule 4754(b)(7)(E) (‘‘Threshold Prices’’) 

that maximizes the number of shares of 

Eligible Interest, MOC, LOC, and IO 55

Orders in the Nasdaq Market Center to 

be executed. If more than one price 

exists, the Hybrid Closing Cross would 

occur at the price within the Threshold 

Prices that minimizes any Imbalance. If 

more than one price still exists, the 

Hybrid Closing Cross would occur at the 

entered price 56 within the Threshold 

Prices at which shares will remain 

unexecuted in the cross. If there is no 

price within the Threshold Prices that 

satisfies the above conditions, then the 

Hybrid Closing Cross would occur at: (a) 

if an Imbalance exists, a price equal to 

the upper (lower) Threshold Price for a 

buy (sell) Imbalance; or (b) if no 

Imbalance exists, a price equal to the 

Auction Reference Price. The proposed 

tiebreakers in Rule 4754(b)(7)(D) are 

consistent with the tiebreakers used for 

determining the LULD Closing Cross 

price with one exception.57 Specifically, 

if there is no price within the Threshold 

Prices that satisfies the conditions 

mentioned above and no Imbalance 

exists, the Hybrid Closing Cross would 

occur at a price equal to the Auction 

Reference Price 58 whereas the LULD 

Closing Cross occurs at a price that 

minimizes the distance from the last 

published Upper Band (Lower Band) for 

a Limit Up (Limit Down) Trading 

Pause.59 Such difference reflects the 

need for a price that is unrelated to the 

LULD mechanism in the case of the 

Hybrid Closing Cross given there would 

not be a security-specific pricing 

direction reason for the halt (or LULD 

Bands). 

The Exchange proposes to introduce 

price protections to the Hybrid Closing 

Cross that are similar to the protections 

used today for the LULD Closing Cross 

and will ensure that the Hybrid Closing 

Cross price is reasonably related to 

current market conditions. Proposed 

Rule 4754(b)(7)(E) would describe the 

Threshold Prices within which the 

Hybrid Closing Cross price must fall. 

The upper (lower) Threshold Price 

would be established by adding 

(subtracting) $1 or a certain percentage 

of the initial Auction Reference Price, 

whichever is greater, to the upper (or 

from the lower) Auction Collar price 

that was last disseminated pursuant to 

4120(c)(7)(A)(ii) for securities with an 

Auction Reference Price of greater than 

$1. The upper (lower) Threshold Price 

would be established by adding 

(subtracting) $0.50 or a certain 

percentage of the initial Auction 

Reference Price, whichever is greater, to 

the upper (or from the lower) Auction 

Collar price that was last disseminated 

pursuant to 4120(c)(7)(A)(ii) for 

securities with an Auction Reference 

price of $1 or less. Nasdaq management 

would set and modify the thresholds 

from time to time upon prior notice to 

market participants. This is similar to 

the discretion provided to Nasdaq 

management in connection with the 

opening cross, closing cross, and LULD 

Closing Cross, where Nasdaq 

management has discretion to set and 

modify thresholds used in determining 

the Benchmark Prices.60 Although the 

proposed price protections are similar 

in nature to those used for the LULD 

Closing Cross, the process for 

calculating the Benchmark Prices for the 

LULD Closing Cross is distinct because 

it involves widening the Auction Collar 

(or Band) on only one side,61 while the 

proposed process would widen the 

Auction Reference Price on both sides 

for the Hybrid Closing Cross. In this 

case, because there would not be a 

security-specific pricing direction 

reason for the halt, the Exchange 

believes that it is appropriate to apply 

the thresholds on both sides of the 

Auction Reference Price. 

Proposed Rule 4754(b)(7)(F) sets forth 

the orders that would be eligible to 

participate in the Hybrid Closing Cross, 

including all orders entered into the 

system and placed on the continuous 

book prior to the trading halt. Such 

orders may be modified or cancelled up 

until the time of the Hybrid Closing 

Cross. During the halt and prior to 4:00 

p.m., new orders may be entered, 

modified, and cancelled and may 

participate in the Hybrid Closing Cross. 

MOC, LOC and IO Orders may be 

entered, modified, and cancelled 

pursuant to Rules 4702(b)(11), 

4702(b)(12), and 4702(b)(13).62 If the 

security entered a trading halt prior and 

up to 3:50 p.m., the System would not 

accept late LOC Orders.63 For purposes 


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64See Rule 4754(b)(6)(F). 

65Trading halts subject to the Hybrid Closing 

Cross would not be entered between 3:50 and 4 

p.m. and therefore certain procedures included in 

the LULD Closing Cross Rules are inapplicable to 

the Hybrid Closing Cross. See, e.g., Rule 

4754(b)(6)(F)(ii)(b)–(c). 

66See Rule 4754(b)(6)(G). 

67See Securities Exchange Act Release No. 94370 

(March 7, 2022), 87 FR 14071 (March 11, 2022). 

Nasdaq filed an amendment to the proposal on 

April 29, 2022. See Securities Exchange Act Release 

No. 94838 (May 3, 2022), 87 FR 27683 (May 9, 

2022). 

68See Securities Exchange Act Release No. 95069 

(June 8, 2022), 87 FR 36018 (June 14, 2022). 

69 15 U.S.C. 78f(b). 

70 15 U.S.C. 78f(b)(5). 

71See supra note 13. 

72There is a risk of a delayed reopening if the 

price of the halted security is fluctuating. 

73Supra note 16. 

74Supra note 18. 

of Hybrid Closing Cross price selection, 

buy (sell) IO orders are re-priced to one 

minimum price increment below 

(above) the initial Auction Reference 

Price. Such rules are consistent with the 

LULD mechanism,64 except that the 

proposed rules do not include certain 

inapplicable language from the LULD 

Closing Cross processes.65

Proposed Rule 4754(b)(7)(G) provides 

that orders participating in the Hybrid 

Closing Cross would be executed in 

price/display/time priority order and for 

purposes of determining priority, 

eligible IO orders would be priced to the 

closing price and executed in time 

priority with other orders at that price. 

This clarification would be consistent 

with how the Exchange generally 

assigns priority with the execution of 

Displayed Orders and interest before 

Non-Displayed Orders. In addition, 

Proposed Rule 4754(b)(7)(G) provides 

that any order not executed in the 

Hybrid Closing Cross would be 

processed according to the entering 

firm’s instructions. This is consistent 

with how orders execute in the LULD 

Closing Cross.66

Finally, the Exchange would 

renumber current Rule 4754(b)(7) as 

Rule 4754(b)(8) and update a related 

reference in such Rule. 

Proposed Changes to Rule 4755 

(Extended Trading Close) 

Similar to the revisions made to Rule 

4702 (Order Types), the Exchange 

proposes to delete references to the 

LULD Closing Cross from Rule 4755 

because the Exchange proposes to 

include the LULD Closing Cross and the 

Hybrid Closing Cross in the definition of 

the Nasdaq Closing Cross, thereby 

making the specific references to the 

LULD Closing Cross in Rule 4755 

unnecessary. 

Implementation 

The Exchange will issue an Equities 

Trader Alert not less than 7 days prior 

to implementing the proposed changes. 

On February 22, 2022, the Exchange 

submitted a proposal to amend its Rules 

related to halts (‘‘Halts Proposal’’) for 

the purpose of implementing UTP Plan 

amendments and establishing common 

criteria and procedures for halting and 

resuming trading in equity securities in 

the event of regulatory or operational 

issues.67 The Halts Proposal was 

approved on June 8, 2022.68 The 

Exchange intends to implement the 

Halts Proposal in conjunction with 

other SROs. Because the Exchange 

continues to await an industry-wide 

implementation and wishes to 

implement the proposed enhancements 

to its halt cross process in the 

meantime, the Exchange intends to file 

a proposed rule change in the future in 

order to incorporate the changes herein 

with those changes in the Halts 

Proposal. As such, the proposed rule 

changes described herein reflect 

changes to the Exchange’s currently 

operative rule language. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,69 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,70

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest. 

The Exchange believes that the 

proposed rule change is consistent with 

the Act because it would amend the halt 

auction process following certain 

trading halts 71 to be more closely 

aligned with the process currently 

implemented for halt auctions following 

a trading pause under the LULD Plan 

and the process for halt auctions 

following a MWCB halt. The current 

reopening process following a trading 

pause and following a MWCB halt have 

been generally successful in facilitating 

a fair and orderly process for reopening 

securities. The Exchange has therefore 

decided to propose a similar process for 

halt auctions following other types of 

halts, as specified above. The Exchange 

believes that its proposal would benefit 

investors by facilitating price discovery 

and promoting more consistency in how 

the Exchange conducts the reopening 

process following trading halts and 

pauses. While auctions cannot prevent 

price volatility, auctions should 

facilitate ongoing trading and afford 

market participants with ample time to 

participate in the auction price 

discovery process. Accordingly, this 

proposal balances transparency and 

timeliness to ensure efficient price 

discovery. Furthermore, because there 

are no price protection mechanisms 

specific to the halt cross process today, 

the Exchange believes that there is little 

risk 72 in adopting the proposal. 

While the proposed reopening process 

would largely follow the reopening 

process in place today for trading 

pauses under the LULD Plan and/or 

MWCB halts, there would be several 

differences. These differences are 

primarily designed to ensure that 

suitable Auction Collars are utilized for 

the reopening process. The Exchange 

proposes to use the Nasdaq last sale 

price (or if none, the NOCP) as the 

Auction Reference Price, similar to the 

Auction Reference Price under a MWCB 

halt.73 However, the Exchange also 

proposes to provide MarketWatch 

authority to set an Auction Reference 

Price in rare situations where there is no 

Nasdaq last sale price or NOCP.74 In 

addition, the Exchange believes that it is 

appropriate to calculate both upper and 

lower Auction Collars that are a 

specified percentage or dollar amount 

from the reference price because the 

halts covered in the proposal do not 

involve security specific buy or sell 

pressure. With extensions, the Exchange 

also believes that it is appropriate to 

widen the collars on both sides to 

accommodate price swings in either 

direction and to increase the likelihood 

of resolving order imbalances. The 

proposal would utilize price collar 

thresholds of 10% (and 20% after the 

first two display only periods) of the 

Auction Reference Price, as compared to 

price collar thresholds of 5% of the 

Auction Reference Price used for the 

LULD and MWCB mechanisms, to 

ensure that the parameters are 

appropriately set to ensure securities are 

priced within a reasonable range of their 

halted price but are also not so 

restrictive as to prevent effective price 

discovery. These price collar thresholds 

are appropriate as they balance the need 

for price protections with the desire to 

promote efficient price discovery and 

minimize the length of the interruption 

from a trading halt. Finally, the 

Exchange proposes to include minimum 

threshold amounts for calculating the 

price collars (i.e., $0.50 for securities 

with an Auction Reference Price of $1 

or less and $1 for securities with an 

Auction Reference Price of greater than 

$1) to ensure that the Auction Collars 


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Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91861 

75See supra note 65. 

for lower-priced securities are wide 

enough to allow for reopening and 

effective price discovery. This approach 

is reasonable because lower priced 

stocks can have significant price 

movement which warrants a greater 

minimum threshold in order to allow 

for efficient price discovery and a more 

timely reopening. 

Otherwise, the proposed reopening 

process is consistent with the current 

LULD and/or MWCB reopening process. 

Similar to the current LULD and MWCB 

reopening process, the Exchange also 

believes that the proposed process is 

consistent with the protection of 

investors and the public interest 

because they are designed to facilitate 

price discovery by ensuring that all 

market order interest could be satisfied 

in the auction process. Furthermore, the 

Exchange believes that the standardized 

procedures to extend halt auctions an 

additional five minutes are appropriate 

because this would provide additional 

time to attract offsetting liquidity. If at 

the end of such extension, market orders 

still cannot be satisfied within the 

applicable collars, or if the reopening 

price would be outside of the applicable 

collars, the Exchange would extend the 

halt auction process an additional five 

minutes. The Exchange believes that 

extending the auction in these 

circumstances would protect investors 

and the public interest by reducing the 

potential for significant price disparity 

in post-auction trading. 

The Exchange also believes that its 

proposal to establish a Hybrid Closing 

Cross and implement price protections 

for the Hybrid Closing Cross that are 

similar to the protections used today for 

the LULD Closing Cross would promote 

just and equitable principles of trade. 

For purposes of the LULD Closing Cross, 

the Exchange currently calculates and 

applies a price threshold to a 

benchmark value that, when applied to 

an individual security, determines the 

price threshold range within which the 

security must execute in the LULD 

Closing Cross. The Exchange believes 

that this mechanism has been effective 

in facilitating a fair and orderly price 

discovery process at the close and 

ensuring that the cross price derived 

does not exceed a price reasonably tied 

to the prevailing market at the time. The 

Exchange has therefore determined to 

adopt a Hybrid Closing Cross and apply 

similar protections to such Hybrid 

Closing Cross. The Exchange believes 

that its proposal would facilitate a fair 

and orderly close. Additionally, the 

Exchange believes that the proposed 

rule change would benefit investors by 

harmonizing the Exchange’s LULD and 

Hybrid Closing Cross processes, thereby 

promoting a more consistent experience 

for members and investors and reducing 

any potential confusion regarding 

Nasdaq’s closing processes. 

While the proposed price protections 

for the Hybrid Closing Cross will largely 

follow the current implementation of 

the protections in place today for the 

LULD Closing Cross, there are certain 

differences. The differences are 

designed to account for inherent 

differences between LULD pauses and 

other trading halts and ensure that the 

proposed price protections are 

reasonably based on market conditions. 

One of the proposed tiebreakers in Rule 

4754(b)(7)(D) references the Auction 

Reference Price whereas the LULD 

Closing Cross rule instead refers to a 

price that minimizes the distance from 

the last published Upper Band (Lower 

Band) for a Limit Up (Limit Down) 

Trading Pause. Such difference reflects 

the need for a price that is unrelated to 

the LULD mechanism in the case of the 

Hybrid Closing Cross given there would 

not be a security-specific pricing 

direction reason for the halt (or LULD 

Bands). Similarly, the process for 

calculating the Benchmark Prices for the 

LULD Closing Cross is distinct because 

it involves widening the Auction Collar 

(or Band) on only one side, while the 

proposed process would widen the 

Auction Reference Price on both sides 

for the Hybrid Closing Cross. In this 

case, because there would not be a 

security-specific pricing direction 

reason for the halt, the Exchange 

believes that it is appropriate to apply 

the thresholds on both sides of the 

Auction Reference Price. Finally, certain 

language from the LULD Closing Cross 

is omitted where it is inapplicable to the 

Hybrid Closing Cross.75

Finally, the Exchange also believes it 

is appropriate to make clarifying 

changes in Equity 4 to remove 

references to the LULD Closing Cross in 

Rule 4702 and Rule 4755, clarify how 

Auction Reference Prices and Auction 

Collars are disseminated in Rule 

4753(a)(3), add an exception regarding 

cancellation of IOC Orders for halted 

securities in Rule 4753(e), specify that 

the Nasdaq Closing Cross shall include 

the LULD Closing Cross and the Hybrid 

Closing Cross in Rule 4754(a)(6), add 

‘‘NOII’’ as an alternative defined term 

for ‘‘Order Imbalance Indicator’’ in Rule 

4754(a)(7), add ‘‘EOII’’ as an alternative 

defined term for ‘‘Early Order Imbalance 

Indicator’’ in Rule 4754(a)(10), amend 

language related to handling of late LOC 

Orders in Rule 4754(b)(6), and modify 

the priority for orders participating in 

the LULD Closing Cross in Rule 

4754(b)(6). The proposed changes 

would increase clarity and transparency 

in the Rules, consistent with the public 

interest and the protection of investors. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

rule change is not designed to address 

any competitive issues, but rather, is 

designed to provide a measured and 

transparent process for reopening 

Nasdaq listed securities after certain 

trading halts. The proposed rule change 

is similar to the current reopening 

process following a trading pause 

initiated under the LULD Plan, the 

process following a MWCB halt, and 

processes implemented on other 

exchanges for non-LULD regulatory 

halts. In addition, the proposed rule 

change is also designed to establish a 

Hybrid Closing Cross that aligns with 

the Exchange’s LULD Closing Cross to 

provide for a transparent auction 

process for executing member interest at 

the close and promote a more consistent 

experience for members and investors. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the Exchange consents, 

the Commission shall: (a) by order 

approve or disapprove such proposed 

rule change, or (b) institute proceedings 

to determine whether the proposed rule 

change should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 


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91862 Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 

76 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The current text of Rule 7.13 was adopted in 

2019 to harmonize the Exchange’s rules with those 

of its affiliates NYSE American LLC, NYSE Arca, 

Inc., and NYSE National, Inc. See Securities and 

Exchange Act Release No. 85716 (April 25, 2019), 

84 FR 18623 (May 1, 2019) (SR–NYSECHX–2019– 

07) (Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change Regarding New Rules on 

Hours of Business, Holidays and Trading Halts and 

Suspensions, and Amendment of Article 20, Rule 

1). 

5The difference is that the NYSE rule uses 

‘‘trading on the Exchange’’ instead of ‘‘traded on the 

Exchange.’’ See Securities and Exchange Act 

Release No. 101477 (October 30, 2024), 89 FR 87917 

(November 5, 2024) (SR–NYSE–2024–58) (Order 

Approving a Proposed Rule Change to Amend 

NYSE Rule 7.13). 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2024–065 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NASDAQ–2024–065. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2024–065 and should be 

submitted on or before December 11, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.76

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–27019 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101629; File No. SR– 

NYSECHX–2024–34] 

Self-Regulatory Organizations; NYSE 

Chicago, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend NYSE Chicago 

Rule 7.13 To Remove References to 

the Chair of the Board 

November 14, 2024 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

November 8, 2024, the NYSE Chicago, 

Inc. (‘‘NYSE Chicago’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NYSE Chicago Rule 7.13 to remove 

references to the Chair of the Board. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

NYSE Chicago Rule 7.13 (Trading 

Suspensions) to remove references to 

the Chair of the Board of Directors of the 

Exchange (‘‘Board’’). 

Under current Rule 7.13,4 the Chair of 

the Board or the chief executive officer 

of the Exchange (the ‘‘CEO’’), or the 

officer designee of the Chair or the CEO, 

has the power to suspend trading on any 

and all securities traded on the 

Exchange whenever in his or her 

opinion such suspension would be in 

the public interest. No such action shall 

continue longer than two days or as 

soon thereafter as a quorum of Directors 

can be assembled, unless the Board 

approves the continuation of such 

suspension. 

The Exchange believes that it Is 

advisable to remove the references to 

the Chair in Rule 7.13 because the Chair 

has not acted under Rule 7.13 since the 

rule was adopted and the Exchange does 

not anticipate that an independent or 

non-employee Chair will have sufficient 

involvement in the day-to-day 

operations of the Exchange to act under 

the Rule. 

Moreover, the proposed changes to 

Rule 7.13 would make it substantially 

similar to the rule text governing 

Trading Suspensions currently in place 

on the Exchange’s affiliate the New York 

Stock Exchange LLC (‘‘NYSE’’) in NYSE 

Rule 7.13.5 The proposed changes to 

Rule 7.13 therefore would harmonize 

the Exchange’s rules with those of its 

affiliate NYSE and provide for 

consistent authority to suspend trading 

across the Exchange and the NYSE. 

To effectuate the change, the first 

sentence of the Rule would be amended 

as follows (proposed deletions 

bracketed): 

The [Chair of the Board or the] CEO, or the 

officer designee of [the Chair or] the CEO, 

shall have the power to suspend trading in 

any and all securities traded on the Exchange 

whenever in his or her opinion such 

suspension would be in the public interest. 

The requirement that no such action 

continue longer than two days or as 

soon thereafter as a quorum of Directors 

can be assembled, unless the Board 


khammond on DSK9W7S144PROD with NOTICES