Notice of Filing of Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses

SECURITIES AND EXCHANGE COMMISSION (Release No. 34-53941; File No. SR-NASDAQ-2006-011) June 5, 2006 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of a Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses an Independent Director or Audit Committee Member 1 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), and 2Rule 19b-4 thereunder, notice is hereby given that on May 23, 2006, The NASDAQ Stock Market LLC (“Nasdaq”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by Nasdaq. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq proposes to modify the cure period available to a listed issuer that loses an independent director or audit committee member within approximately six months prior 3to its annual meeting. Nasdaq will implement the proposed rule immediately upon approval. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 On January 26, 2006, the National Association of Securities Dealers, Inc. filed a similar proposal, SR-NASD-2006-10, to modify the cure period available to an issuer that loses an independent director or ...