Fillable Form 1: NYSE American Special Entity Corporate Governance (The New York Stock Exchange)

Fill Online, Printable, Fillable, Blank Form 1: NYSE American Special Entity Corporate Governance (The New York Stock Exchange) Form

Use Fill to complete blank online THE NEW YORK STOCK EXCHANGE pdf forms for free. Once completed you can sign your fillable form or send for signing. All forms are printable and downloadable.

Form 1: NYSE American Special Entity Corporate Governance (The New York Stock Exchange)

On average this form takes 11 minutes to complete

The Form 1: NYSE American Special Entity Corporate Governance (The New York Stock Exchange) form is 3 pages long and contains:

  • 0 signatures
  • 1 check-box
  • 43 other fields

Country of origin: US
File type: PDF

Use our library of forms to quickly fill and sign your The New York Stock Exchange forms online.

BROWSE THE NEW YORK STOCK EXCHANGE FORMS

Related forms
Fill has a huge library of thousands of forms all set up to be filled in easily and signed.
Fill in your chosen form
Sign the form using our drawing tool
Send to someone else to fill in and sign.
find another form
 
1
NYSE American Special Entity Corporate Governance Affirmation
Issuer:
Symbol:
Type of Affirmation: Initial
1
Annual
Notice of Non-compliance: Yes
2
No
NOTE: This form is to be used by an issuer that has only debt or preferred securities listed on the NYSE American
or by asset-backed issuers, other passive business organizations (such as royalty trusts), or derivatives and special
purpose securities listed on the NYSE American. Pursuant to Section 801(c) and 801(g), these issuers are subject
solely to the requirements of Sections 803 to the extent required by Rule 10A-3 under the Securities Exchange Act of
1934 and 810(b) and 810(c).
Part I.
INSTRUCTIONS: Please provide the following information for each board member currently serving, or who will be
serving as of the day of listing, on the Issuer’s audit committee. Please indicate each audit committee member that
has been deemed independent for purposes of Rule 10A-3 (“Rule 10A-3”) of the Securities Exchange Act of 1934
(the “Exchange Act”).
AUDIT COMMITTEE DETAILS:
Name of Audit Committee Member
Rule 10A-3
Independent (Y/N)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
1
Issuers that are submitting an Initial Affirmation must be compliant in all areas, subject to applicable transition periods.
2
If this document is serving as a non-compliance notification to the Exchange it must be executed by the Issuer’s CEO.
2
Please provide the following information for each independent director identified in the chart above. Alternatively, a
reference to the location of the disclosure in the Issuer’s public U.S. Securities and Exchange Commission (“SEC”)
filings can be provided.
Brief biography.
Share ownership in the Issuer.
Brief description of any direct or indirect consulting, advisory, or other compensatory fee arrangement with
the Issuer or any of its subsidiaries as specified in Rule 10A-3(b)(ii)(A).
Indication of whether the audit committee member is an affiliated person of the Issuer or any of its
subsidiaries as specified in Rule 10A-3(b)(ii)(B).
Part II.
INSTRUCTIONS: Please check only one box that best describes the Issuer:
Is an issuer that has only debt listed
Is an issuer that has only preferred securities listed
Is an asset-backed issuer
Is an other passive business organization (such as a royalty trust)
Is an issuer of derivatives and/or special purpose securities
Part III.
INSTRUCTIONS: Issuers listed on the Exchange must comply with the corporate governance requirements set forth
in Part 8 of the NYSE American Company Guide (the “Company Guide”). In response to each item below, please
check the box beside the single affirmation that is most applicable to the Issuer. Please note that, depending on the
affirmation made, an item may require the Issuer to provide additional information or a link to the applicable
document referenced therein. Please also note that specific types of entities may avail themselves of exemptions to
or transition periods for compliance with certain of the requirements. If the Issuer is availing itself of any of these
exemptions or transition periods, it should select the corresponding affirmation for the applicable item.
1. Audit Committee: Section 803 of the Company Guide
I hereby certify that the Issuer’s audit committee meets the requirement of Rule 10A-3 of the Exchange Act.
3
I hereby certify that the Issuer’s audit committee is relying on an exemption from Rule 10A-3 of the Exchange
Act. State below which Rule 10A-3 exemptions the Issuer or any individual member of its audit committee is
relying on and briefly describe the basis for such exemption below: (Appendix A provides a brief description of
the available Rule 10A-3 exemptions.)
The Issuer is unable to make one of the affirmations set forth in this Item 1 and is therefore non-compliant for
the following reason:
2. Other Non-Compliance: Part 8 of the Company Guide
Apart from any non-compliance specific to the preceding sections, the Issuer is non-compliant with Part 8 of
the Company Guide for the following reason:
I am an authorized officer at the Issuer and have the legal authority to provide the information and make the
affirmations contained herein. I hereby certify that all information contained herein is true and correct to the best of
my knowledge as of the date hereof.
Name:
Title:
Date submitted:
Telephone number:
E-mail address:
Signature: /s/
4
Appendix A:
Rule 10A-3 exemptions for a special entity
3
:
Rule 10A-3(b)(1)(iv)(A) – This provision provides a transitional exemption for an issuer listing in connection with an
initial public offering of securities.
4
Rule 10A-3(b)(1)(iv)(B) – This provision provides an exemption to allow an otherwise independent director who
serves on the board of directors of both a listed issuer and an affiliate to serve on the audit committee of the listed
issuer.
5
Rule 10A-3(b)(1)(iv)(F) – This provision provides that the U.S. Securities and Exchange Commission may grant a
director an exemption from the independence requirements of Rule 10A-3.
4
Rule 10A-3(c)(1) – This provision provides a general exemption from the requirement to have an audit committee
where the issuer is listing securities but satisfies the requirements of Rule 10A-3 with respect to another class of
securities already listed on a national securities exchange or national securities association.
5
Rule 10A-3(c)(2) – This provision provides a general exemption from the requirement to have an audit committee for
subsidiaries that are listed on a national securities exchange or market where the subsidiary’s parent company
satisfies the requirements of Rule 10A-3 with respect to a class of equity securities already listed on a national
securities exchange or market and the subsidiary:
is directly or indirectly consolidated by the parent; or
is at least 50% beneficially owned.
This exemption does not apply to a subsidiary that has issued equity securities, other than non-convertible, non-
participating preferred securities.
5
3
This summary of the provisions of Rule 10A-3 is provided for convenience only. It is not a verbatim statement of those rules and
is intended solely to assist in understanding potential exemptions. This summary should not under any circumstances be relied
upon as an authoritative statement of Rule 10A-3.
4
An issuer is required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
5
An issuer is not required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
Download
Save PDF to desktop
Email
Email completed PDF
Send for Signing
Email for others to sign
Print
Print document
Choose a Field
Click on a field and
select the person that should complete it
Want to add a signature?
You can add a signature field
and assign it to someone else
to sign
Choose a Field
Click on a field and
select the person that should complete it

Form 1: NYSE American Special Entity Corporate Governance (The New York Stock Exchange)

This document is locked as it has been sent for signing.

You have successfully completed this document.

Other parties need to complete fields in the document. You will recieve an email notification when the document has been completed by all parties.

This document has been signed by all parties.

Completed 26 March 2021

Message

View Audit Log
Print With Audit Log
Duplicate Document