Exchangeable Preferred Newmark Exchange definition

Exchangeable Preferred Newmark Exchange has the meaning set forth in Section 9.01(a).
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Examples of Exchangeable Preferred Newmark Exchange in a sentence

  • Notwithstanding anything to the contrary herein, in no event shall a holder of an Exchangeable Preferred Limited Partnership Interest be entitled to receive, or shall be deemed to receive, any shares of Newmark Class A Common Stock upon any Exchangeable Preferred Newmark Exchange if, immediately upon giving effect to such receipt of such shares, an Excess Ownership Position would exist.

  • Notwithstanding anything to the contrary herein, the Partnership will not transfer any fractional shares of Newmark Class A Common Stock in any Exchangeable Preferred Newmark Exchange.

  • In lieu thereof, in each Exchangeable Preferred Newmark Exchange, the Partnership will provide cash representing such fractional share.

  • Newmark covenants and agrees that all shares of Newmark Class A Common Stock issued in connection with an Exchangeable Preferred Newmark Exchange will be Publicly Traded Shares.

  • Newmark covenants and agrees that it shall from time to time as may be necessary reserve, out of its authorized but unissued Newmark Class A Common Stock, a sufficient number of shares of Newmark Class A Common Stock to effect the exchange of all then outstanding Exchangeable Preferred Units for shares of Newmark Class A Common Stock pursuant to the Exchangeable Preferred Newmark Exchange.

  • Newmark covenants and agrees that it shall from time to time as may be necessary reserve, out of its authorized but unissued shares of Newmark Class A Common Stock, a sufficient number of shares of Newmark Class A Common Stock to effect the exchange of all then outstanding Exchangeable Preferred Units for shares of Newmark Class A Common Stock pursuant to an Exchangeable Preferred Newmark Exchange.

  • Newmark covenants and agrees that all shares of Newmark Class A Common Stock issued in connection with an Exchangeable Preferred Newmark Exchange will be duly authorized, validly issued, fully paid and nonassessable and will be free from preemptive rights and free of any Encumbrances (other than those created by the holders thereof).

  • In any Exchangeable Preferred Newmark Exchange for shares of Newmark Class A Common Stock, Newmark shall pay any documentary, stamp, or similar issue or transfer tax due on the issue of the shares of Newmark Class A Common Stock and upon the transfer of such shares of Newmark Class A Common Stock in such Exchangeable Preferred Newmark Exchange.

  • As of the date hereof, it is not expected that the receipt by the holder of any Exchangeable Preferred Limited Partnership Interest of the shares of Newmark Class A Common Stock upon an Exchangeable Preferred Newmark Exchange would cause the holder of such Exchangeable Preferred Limited Partnership Interest to be in an Excess Ownership Position (but no assurance is given that such holder will not be in an Excess Ownership Position in the future).

  • In any Exchangeable Preferred Newmark Exchange for shares of Newmark Class A Common Stock, Newmark shall pay any documentary, stamp, or similar issue or transfer tax due on the issue of the Newmark Class A Common Stock and upon the transfer of such Newmark Class A Common Stock in such Exchangeable Preferred Newmark Exchange.

Related to Exchangeable Preferred Newmark Exchange

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Redeemable Preferred Stock of any Person means any preferred stock issued by such Person which is at any time prior to the Termination Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof.

  • Series A Junior Securities means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including Common Units and Non-Voting Common Units, but excluding any Series A Parity Securities and Series A Senior Securities.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Series A Convertible Preferred Stock means the Company's Series A Convertible Preferred Stock, par value $.01 per share.

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Exchangeable Notes means the Class M Notes and MAC Notes of the Xxxxxxx Mac STACR® Debt Notes, Series 2015-HQ1, which may be transferred only on the book-entry system operated by DTC or its successor, or under certain limited circumstances, in registered, certificated form, as provided in the Global Agency Agreement.

  • Exchangeable Stock means any Capital Stock of a corporation that is exchangeable or convertible into another security (other than Capital Stock of such corporation that is neither Exchangeable Stock or Redeemable Stock).

  • exchangeable security means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer;

  • Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Non Book-Entry Capital Securities shall have the meaning set forth in Section 2.05.

  • Series B Convertible Preferred Stock means the Series B Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company having zero (0) votes per share.

  • Successor Securities has the meaning specified in Section 9.5(a).

  • Definitive Capital Securities means any Capital Securities in definitive form issued by the Trust.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Book-Entry Preferred Security means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Depositary.

  • Investor Securities is defined in Section 2.1.

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

  • Series C Notes is defined in Section 1.

  • Global Preferred Security means a Preferred Securities Certificate evidencing ownership of Book-Entry Preferred Securities.

  • Registered Global Security means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

  • Holder of Debt Securities or other similar terms means, a Person in whose name a Debt Security is registered in the Debt Security Register (as defined in Section 2.07(a)).

  • Series B Securities means the Company's Series B 9.25% Junior Subordinated Deferrable Interest Debentures due February 1, 2027, as authenticated and issued under this Indenture.