Exchange Act means the Securities Exchange Act of 1934 . Independent bid means a bid by a person who is not a distribution participant, issuer, selling security holder, or affiliated purchaser. NASD means the National Association of Securities Dealers, Inc. or any of its subsidiaries. Nasdaq security means a security that is authorized for quotation on Nasdaq, and such authorization is not suspended, terminated, or prohibited. Net purchases means the amount by which a passive market maker's purchases exceed its sales.
Offering price means the price at which the security is to be or is being distributed.
Passive market maker means a market maker that effects bids or purchases in accordance with the provisions of Rule 103 . Penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with an offering when the securities originally sold by the syndicate member are purchased in syndicate covering transactions. For the purpose of determining the aggregate trading volume in a security, the trading volume of depositary shares representing such security shall be included, and shall be multiplied by the multiple or fraction of the security represented by the depositary share. For purposes of this paragraph, depositary share means a security, evidenced by a depositary receipt, that represents another security, or a multiple or fraction thereof, deposited with a depositary. In the case of a distribution involving a merger, acquisition, or exchange offer, the period beginning on the day proxy solicitation or offering materials are first disseminated to security holders, and ending upon the completion of the distribution.