6710. Definitions

For purposes of the Rule 6700 Series, unless the context requires otherwise:

(a) "Exchange Act" or "Act" means the Securities Exchange Act of 1934, as amended from time to time.

(b) "PORTAL^®" or "PORTAL Market" means Nasdaq's market for designated foreign and domestic securities that are eligible for resale under SEC Rule 144A.

(c) "PORTAL equity security" means a PORTAL security that represents an ownership interest in a legal entity, including but not limited to any common, capital, ordinary, preferred stock, or warrant for any of the foregoing, shares of beneficial interest, or the equivalent thereof (regardless of whether voting or non-voting, convertible or non-convertible, exchangeable or non-exchangeable, exerciseable or non-exerciseable, callable or non-callable, redeemable or non-redeemable).

(d) "PORTAL debt security" means PORTAL securities that are United States dollar denominated debt securities issued by United States and/or foreign private corporations, but shall not include mortgage or asset backed securities, collateralized mortgage obligations, money market instruments, or municipal and municipal-derivative securities.

(e) "PORTAL Market system" or "PORTAL system" means any computer system(s) designated by NASD to accept trade reports on transactions in PORTAL equity and/or debt securities, or to display transaction, quotation, or other information on PORTAL securities.

(f) "PORTAL security" means a security that is currently designated by The Nasdaq Stock Market LLC for inclusion in the PORTAL Market.

(g) "PORTAL transaction report" means a report of a transaction in a PORTAL security submitted by a member through a designated PORTAL system.

(h) "Restricted security" means a security that meets the definition of that term contained in SEC Rule 144(a)(3) under the Securities Act. A PORTAL security continues to be a restricted security even though it is eligible to be resold pursuant to the provisions of SEC Rule 144, including SEC Rule 144(k), but has not been so resold.

(i) "SEC" means the United States Securities and Exchange Commission.

(j) "SEC Rule 144A" means SEC Rule 144A adopted under the Securities Act, as amended from time to time.

(k) "Securities Act" means the Securities Act of 1933, as amended from time to time.

(l) "Time of execution" means the time when all of the terms of a transaction in a PORTAL security have been agreed to that are sufficient to calculate the dollar price of the transaction and a determination has been made that the transaction is in compliance with Rule 144A or any other applicable exemption from registration under Section 5 of the Securities Act.

(m) "Transaction" or "trade" means the purchase or sale of a PORTAL security.

(n) "United States" or "U.S." means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.