trading privileges to such security on a national securities exchange; or (3) written notice has been filed with the Commission by a national securities exchange to the effect that such security has been approved for admission to dealing as a security exempted from the operation of section 12 (a) of the Act.

(e) The term "certifying exchange" means the exchange which has certified and approved the unissued warrant or other unissued security for registration for dealing on a "when issued" basis.

(f) The term "notice of deficiency" means a notice to the applicant by mail or telegraph setting forth any ground which appears to exist for denial of registration pursuant to rule X-12D3-8.

Rule X-12D3-2. Registration of an Unissued Warrant.

An unissued warrant may be registered for "when issued" dealing on a national securities exchange, provided that—

(a) Such warrant is to expire by its terms within 90 days after the issuance thereof.

(b) Such warrant is granted to the holders of a security which is admitted to dealing on a national securities exchange.

(c) In respect of such warrant (1) an application has been filed pursuant to sections 12 (b) and (c) of the Act for registration, upon notice of issuance, on the certifying exchange or on another national securities exchange in the same city, or (2) a statement on form 15-AN complying with the provisions of rale X-12A-4 has been filed and such warrant has been approved by the certifying exchange or by another national securities exchange in the same city for admission to dealing as a security exempted from the operation of section 12 (a) of the Act.

(d) Each subject security is in the process of admission to dealing on a national securities exchange.

(e) A registration statement under the Securities Act of 1933 as amended is in effect as to such warrant and as to each subject security, if such registration is required.

(f) Formal and official announcement has been made by the issuer specifying (1) the terms of the plan or offer pursuant to which such warrant and each subject security is to be issued, and (2) the date, if any, as of which holders of record of the beneficiary security will be determined to be entitled to acquire such warrant, and (3) the approximate date of the issuance of such warrant, and (4) the approximate date of the issuance of each subject security.

(g) The members of the certifying exchange are subject to rules which provide substantially that the performance of a contract to purchase or to sell an unissued warrant shall be conditioned upon the issuance of such warrant.

(h) Notwithstanding the other provisions of this regulation an unissued warrant may not be registered for "when issued" dealing

on an exchange on which such warrant is not in the process of admission to dealing, if application has been made for "when issued" dealing in such warrant on another exchange in the same city on which other exchange such warrant is in the process of admission to dealing.

Rule X-12D3-3. Application for Registration of an Unissued Warrant.

An unissued warrant may be registered for "when issued" dealing on a national securities exchange

(a) By the issuer filing form 1-J with such exchange and with the Commission and by such exchange filing with the Commission the certification required by form 1-J ; or

(b) By such exchange filing form 1-J with the Commission. Rule X-12D3-4. Registration of an Unissued Security Other Than a Warrant.

An unissued security other than a warrant may be registered for "when issued" dealing on a national securities exchange: Provided, That

(a) Such unissued security is in the process of admission to dealing on such exchange or on another national securities exchange in the same city.

(b) Such unissued security is the subject of a right to subscribe to or otherwise acquire such unissued security granted to the holders of a security which is admitted to dealing on a national securities exchange.

(c) A registration statement under the Securities Act of 1933, as amended, is in effect as to such unissued security, if such registration is required.

(d) If such unissued security is the subject of a warrant which is to expire by its terms in not more than 90 days, such warrant shall expire within 120 days after the record date for determining the holders of the beneficiary security entitled to acquire such warrant.

(e) Formal and official announcement has been made by the issuer specifying (1) the terms of the plan or offer pursuant to which such unissued security is to be issued, and (2) the date, if any, as of which holders of record of the beneficiary security will be determined to be entitled to subscribe to or otherwise acquire such unissued security, and (3) the approximate date of the issuance of such unissued security.

(f) The members of the certifying exchange are subject to rules which provide substantially that the performance of a contract to purchase or sell an unissued security shall be conditioned upon the issuance of such security.

(g) Notwithstanding the other provisions of this regulation an unissued security may not be registered for "when issued" dealing on an exchange on which such security is not in the process of admission to dealing, if application has been made for "when issued" dealing on another exchange in the same city on which other exchange such security is in the process of admission to dealing.

Rule X-12D3-5. Application for Registration of an Unissued Security Other Than a Warrant.

An unissued security other than a warrant may be registered for "when issued" dealing on a national securities exchange—

(a) By the issuer filing form 2-J with such exchange and with the Commission and by such exchange filing with the Commission the certification required by form 2-J; or

(b). By such exchange filing form 2-J with the Commission.

Rule X-12D3-6. Effective and Expiration Dates.

(a) Registration of an unissued warrant or other unissued security for "when issued" dealing on a national securities exchange, shall become effective on the latest of the following dates:

(1) The opening of business on the sixth day after the date of filing with the Commission of the application for registration; or

(2) The opening of business on the second day after the date of filing with the Commission of the certification by such exchange to the application for registration; or

(3) If the Commission has sent a notice of deficiency, the date when the Commission sends notice to the applicant and to the exchange that all notices of deficiency have been withdrawn.

(b) If, in respect of an unissued warrant, any of the provisions of rule X-12D3-2 have not been satisfied, or if, in respect of an unissued security other than a warrant, any of the provisions of rule X-12D3-4 have not been satisfied, and if the Commission has failed to send a notice of deficiency or has notified the exchange that all notices of deficiency have been withdrawn, registration of such unissued warrant or other unissued security shall nevertheless become effective on the date specified in paragraph (a) of this rule as though no such deficiency existed, but the Commission shall not thereby be precluded from thereafter revoking such registration pursuant to rule X-12D3-9 for such deficiency.

(c) The Commission may accelerate the date upon which registration shall become effective upon a showing of unusual circumstances by written petition.

(d) Registration of an unissued warrant or other unissued security for "when issued" dealing shall expire at the close of business on the forty-fifth day after the effective date of such registration or at the

close of business on the fifth full business day after the issuance of such warrant or other unissued security, whichever date is earlier, unless the Commission shall order an extension of the effective period of such registration.

Rule X-12D3-7. Amendments-Withdrawal of Certification.

(a) Promptly after the discovery of any inaccuracy, omission, or other deficiency in an application for registration pursuant to this regulation, or in the certification thereto, or in any amendment thereto, or after the occurrence of any event which renders no longer accurate any portion of such application, certification, or amendment, an amendment shall be filed correcting such inaccuracy, omission, or other deficiency or setting forth the occurrence of such event. An amendment filed prior to the effective date of the application shall be deemed to have been filed at the same time and as a part of the original application. Amendments to the application for registration shall be filed on form 8.

(b) In the event that, prior to the time registration becomes effective, an amendment to the application for registration is filed by the issuer with an exchange and the Commission, the certification by the exchange, unless withdrawn, shall be deemed made to the application as amended.

(c) An exchange may by notice to the Commission withdraw its certification as to all or any part of the warrants or other securities covered thereby prior to the time that registration becomes effective. Rule X-12D3-8. Denial of Registration.

(a) The Commission may deny registration of an unissued warrant or other unissued security for "when issued” dealing if, after notice and opportunity for hearing, it finds that—

(1) The application for registration or the certification thereof or any amendment thereto is deficient; or

(2) In respect of an unissued warrant, the provisions of rule X-12D3-2 have not been satisfied; or

(3) In respect of an unissued security other than an unissued warrant, the provisions of rule X-12D3-4 have not been satisfied; or

(4) Any other facts exist which make denial of registration necessary or appropriate in the public interest or for the protection of investors.

(b) If it appears necessary or appropriate in the public interest or for the protection of investors, the Commission may postpone the effective date of any registration for any period of time.

(c) If 40 days have elapsed since the sending of any notice of deficiency, other than one which has been withdrawn, and neither the issuer nor the exchange has made a written request to the Commission

for a hearing to determine whether registration shall become effective, such application shall be deemed withdrawn unless the Commission extends the time within which such request may be made. If such request is made, the Commission shall, within 5 days after receipt. thereof, send notice by mail or telegraph of the date, hour and place fixed for the hearing. If such notice of hearing is not sent within the time specified, registration shall become effective upon the opening of business on the 6th business day after the date of receipt of the request for a hearing. Any hearing pursuant to this regulation may be continued from time to time for cause. After hearing, the Commission may deny registration or grant registration conditionally or unconditionally and fix the date when registration shall become effective.

Rule X-12D3-9. Suspension and Revocation of Registration.

(a) The Commission may revoke the registration of an unissued warrant or other unissued security for "when issued" dealing on a national securities exchange, if, after appropriate notice and opportunity for hearing to the issuer of such warrant or other unissued security and to such exchange, it finds that

(1) Any cause existed or has arisen since the effective date of such registration which would be grounds for denial of registration; or (2) Any amendment required by rule X-12D3-7 has not been filed; or

(3) Subsequent to the effective date of such registration, transactions have been effected on such exchange which, with respect to such unissued warrant or other unissued security (i) create or induce a false, misleading or artificial appearance of activity, (ii) unduly or improperly influence the market price, or (iii) make a price which does not reflect the true state of the market; or

(4) Any other facts exist which make such revocation necessary or appropriate in the public interest or for the protection of investors. (b) If it shall appear necessary or appropriate in the public interest or for the protection of investors, the Commission may suspend such registration summarily pending final determination as to whether such registration shall be revoked.

UNLISTED TRADING

Rule X-12F-1. Applications for Permission to Continue or Extend Unlisted Trading Privileges.

(a) An application may be made to the Commission by any national securities exchange for the continuance or extension of unlisted trading privileges in any security, pursuant to section 12 (f). Such