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.

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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 or rule X-12D3-10 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 or rule X-12D3-10 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 (2) 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.

Rule X-12D3-10. Registration of an Unissued Security, Other Than a Warrant, to be Issued Pursuant to a Plan of Reorganization in Connection with a Receivership Proceeding or Bankruptcy Proceeding Under Section 77 of the Bankruptcy Act, of a Carrier Required to Make Annual Reports Under Section 20 of the Interstate Commerce Act, as Amended.

(a) Notwithstanding the provisions of rule X-12D3-4, an unissued security, other than a warrant, to be issued pursuant to a plan of reorganization, confirmed by a court of competent jurisdiction

in a receivership proceeding or a bankruptcy proceeding under section 77 of the Bankruptcy Act, of a carrier required to make annual reports under section 20 of the Interstate Commerce Act, as amended, may be registered for "when issued" dealing on a national securities exchange, provided that:

(1) The reorganization managers, if any, or other person entrusted with the duty of consummating the plan of reorganization has filed a written statement with such exchange (and a duplicate signed original with the Commission) advising that

(i) the plan of reorganization has been finally confirmed or otherwise finally approved by order of the court in which the receivership or bankruptcy proceeding is pending and that the time during which an appeal may be taken from such order has expired and that no such appeal is pending; and

(ii) prior to the date when such unissued security is made available for delivery, application will be made for listing and for registration of such unissued security pursuant to Section 12 (b) and (c) of the Act on such exchange or on another exchange in the same city.

(2) 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.

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

(4) If such unissued security is the subject of a warrant evidencing a right to subscribe to or otherwise acquire such unissued security, such warrant shall expire within 90 days after its first issuance pursuant to the plan of reorganization.

(5) Formal and official announcement has been made of the terms of the plan of reorganization as confirmed by order of the court in which the receivership or bankruptcy proceeding is pending and a copy of such plan, certified by the clerk of such court, has been filed with such exchange and with the Commission as exhibit “A” to form 2-J.

(6) 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.

(7) No application has been filed for "when issued" dealing in such unissued security on another national securities exchange in the same city on which other exchange such unissued security is to be listed and registered upon issuance.