Adjustment for Reinvestment Cash. If, in any fiscal quarter, there is Reinvestment Cash for such fiscal quarter, then, the Exchange Ratio will be adjusted so that, following such adjustment, but subject to any other further adjustment as a result of Section 6.14(c), the Exchange Ratio shall equal (i) the number of outstanding shares of Newmark Common Stock as of immediately prior to such adjustment, divided by (ii) the sum of (A) the number of outstanding shares of Newmark Common Stock as of immediately prior to such adjustment, plus (B) the Adjustment Factor for such fiscal quarter plus (C) the sum of the aggregate Adjustment Factors for all prior fiscal quarters following the IPO. Newmark shall determine the particular date in which any adjustment to the Exchange Ratio in respect of a particular fiscal quarter shall occur, taking into account the precise timing of any distributions by Newmark Holdings and Newmark in respect of such fiscal quarter.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (BGC Partners, Inc.), Separation and Distribution Agreement (Newmark Group, Inc.), Separation and Distribution Agreement (Newmark Group, Inc.)
