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Recital 20

Recital 20

(20)Pursuant to Section 12(a) of the Exchange Act, securities listed on a U.S. NSE must be registered on a NSE by the issuer. Registration of a security requires the issuer to file an application with the exchange where its securities will be listed; the issuer must also file registration statements with the SEC. The exchange authority will certify to the SEC once the security has been approved by the NSE for listing and registration. All securities traded on a NSE, and ATS trading listed securities, must meet listing standards set out in the exchange's listing rules, which must be filed with the SEC under Section 19(b) of the Exchange Act and Rule 19b-4. Unlisted securities traded publicly on an ATS are subject to SEC disclosure rules and other standards for publicly traded securities. SEC rules and listing standards require issuers to make timely disclosure of information that would be material to investors or likely to have a significant effect on the price of an issuer's securities. Section 10A(m) and Rule 10A-3 thereunder also directs each NSE to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements set forth in the statute and rule. The Securities Act requires that investors receive financial and other significant information concerning securities being offered for public sale and their issuers, and prohibit deceit, misrepresentations, and other fraud in the sale of securities. NSEs are required to have clear and transparent rules regarding the admission of securities to trading. Securities must be freely negotiable and meet certain criteria regarding the distribution of securities to the public and information about the security and the issuer that are needed to value the security. A NSE cannot register securities for which information about the securities and the issuer is not publicly available. Finally, orderly trading of securities on a NSE or ATSs is ensured by the SEC's powers to suspend trading and issue emergency orders under certain circumstances. Pursuant to Section 12(k)(1)(A) of the Exchange Act, the SEC, if the public interest and the protection of investors so require, can issue an order summarily to temporarily suspend all trading in a specific security.

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