Redemption of Units Following a Redemption of Founding/Working Partner Interests or REU Interest. (a) Founding Partner Interests. Upon any redemption or purchase by Newmark Holdings of any Founding Partner Interest pursuant to Section 12.03 or 12.04 of the Newmark Holdings Limited Partnership Agreement, Newmark Holdings shall cause the Partnership to redeem and purchase from Newmark Holdings a number of Units (and the associated Capital) equal to (A) the number of Newmark Holdings Units underlying the redeemed or purchased Founding Partner Interest, multiplied by (B) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such Founding Partner Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to (x) the number of Units so redeemed multiplied by (y) the Current Market Price multiplied by (z) the Exchange Ratio; provided that, upon mutual agreement of the general partner of Newmark Holdings and the General Partner, the Partnership may, in lieu of cash, pay all or a portion of this amount in Publicly Traded Shares, valued at the average of the closing prices of such shares (as reported by the Nasdaq Global Select Market or any other national securities exchange or quotation system on which such shares are then listed or quoted) during the 10-trading-day period immediately preceding each payment (or by such other fair and reasonable pricing method as they may agree), or other property, valued at its then-fair market value, as determined by them.
Appears in 6 contracts
Samples: Parent Agreement (Newmark Group, Inc.), Parent Agreement (BGC Partners, Inc.), BGC Partners, Inc.
Redemption of Units Following a Redemption of Founding/Working Partner Interests or REU Interest. (a) Founding Partner Interests. Upon any redemption or purchase by Newmark Holdings of any Founding Partner Interest pursuant to Section 12.03 or 12.04 of the Newmark Holdings Limited Partnership Agreement, Newmark Holdings shall cause the Partnership to redeem and purchase from Newmark Holdings a number of Units (and the associated Capital) equal to (Ai) the number of Newmark Holdings Units underlying the redeemed or purchased Founding Partner Interest, multiplied by (Bii) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such Founding Partner Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to (x) the number of Units so redeemed multiplied by (y) the Current Market Price multiplied by (z) the Exchange Ratio; provided that, upon mutual agreement of the general partner of Newmark Holdings and the General Partner, the Partnership may, in lieu of cash, pay all or a portion of this amount in Publicly Traded Shares, valued at the average of the closing prices of such shares (as reported by the Nasdaq Global Select Market or any other national securities exchange or quotation system on which such shares are then listed or quoted) during the 10-trading-day period immediately preceding each payment (or by such other fair and reasonable pricing method as they may agree), or other property, valued at its then-fair market value, as determined by them.
Appears in 2 contracts
Samples: Parent Agreement (BGC Partners, Inc.), Newmark Group, Inc.
Redemption of Units Following a Redemption of Founding/Working Partner Interests or REU Interest. (a) Founding Partner Interests. Upon any redemption or purchase by Newmark Holdings of any Founding Partner Interest pursuant to Section 12.03 or 12.04 of the Newmark Holdings Limited Partnership Agreement, Newmark Holdings shall cause the Partnership to redeem and purchase from Newmark Holdings a number of Units (and the associated Capital) equal to (A) the number of Newmark Holdings Units underlying the redeemed or purchased Founding Partner Interest, multiplied by (B) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such Founding Partner Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to (x) the number of Units so redeemed multiplied by (y) the Current Market Price multiplied by (z) the Exchange Ratio; provided that, upon mutual agreement of the general partner of Newmark Holdings and the General Partner, the Partnership may, in lieu of cash, pay all or a portion of this amount in Publicly Traded Shares, valued at the average of the closing prices of such shares (as reported by the Nasdaq Global Select Market or any other national securities exchange or quotation system on which such shares are then listed or quoted) during the 10-trading-day period immediately preceding each payment (or by such other fair and reasonable pricing method as they may agree), or other property, valued at its then-fair market value, as determined by them.
Appears in 1 contract
Samples: Newmark Group, Inc.
