Common use of Anti-Dilution and Other Equitable Adjustments Clause in Contracts

Anti-Dilution and Other Equitable Adjustments. (i) If Newmark shall: (A) pay a dividend in the form of shares of Newmark Common Stock or make a distribution on shares of Newmark Common Stock in the form of shares of Newmark Common Stock; (B) subdivide the outstanding shares of Newmark Common Stock into a greater number of shares; (C) combine the outstanding shares of Newmark Common Stock into a smaller number of shares, or (D) take any other action such that the Newmark Ratio shall change in such a manner that is disproportionate from the change, if any, in the Newmark Holdings Ratio that shall occur at the same time, then the Exchange Ratio shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (ii) If Newmark shall: (A) make a distribution on shares of Newmark Common Stock in shares of its share capital (other than Newmark Common Stock) or in shares of a Subsidiary; or (B) issue by reclassification of the outstanding shares of Newmark Common Stock any shares of its share capital (other than Newmark Common Stock) or in shares of a Subsidiary, then in each case, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (iii) In the event of (A) any reclassification or change of shares of Newmark Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 6.14(c)(i) or 6.14(c)(ii)); (B) any consolidation or merger or combination to which Newmark is a party other than a merger in which Newmark is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Newmark Common Stock; or (C) any sale, transfer or other disposition of all or substantially all of the assets of Newmark, directly or indirectly, to any Person as a result of which holders of Newmark Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for Newmark Common Stock, then Newmark shall take all necessary action such that the Newmark Holdings Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of Newmark Common Stock deliverable upon exchange of such Newmark Holdings Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 6.14(c)(iii) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (iv) If Newmark Holdings shall: (A) pay a distribution in the form of Newmark Holdings Exchange Right Units or make a distribution on Newmark Holdings Exchange Right Units in the form of Newmark Holdings Exchange Right Units; (B) subdivide the outstanding Newmark Holdings Exchange Right Units into a greater number of Newmark Holdings Exchange Right Units; (C) combine the outstanding Newmark Holdings Exchange Right Units into a smaller number of Newmark Holdings Exchange Right Units or (D) take any other action such that the Newmark Holdings Ratio shall change in such a manner that is disproportionate from the change, if any, in the Newmark Ratio that shall occur at the same time, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (v) If Newmark Holdings shall make a distribution on Newmark Holdings Exchange Right Units in equity of Newmark Opco or other subsidiary of Newmark Holdings, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action.

Anti-Dilution and Other Equitable Adjustments. (i) If Newmark shall: (A) pay a dividend in the form of shares of Newmark Common Stock or make a distribution on shares of Newmark Common Stock in the form of shares of Newmark Common Stock; (B) subdivide the outstanding shares of Newmark Common Stock into a greater number of shares; (C) combine the outstanding shares of Newmark Common Stock into a smaller number of shares, or (D) take any other action such that the Newmark Ratio shall change in such a manner that is disproportionate from the change, if any, in the Newmark Holdings Ratio that shall occur at the same time, then the Exchange Ratio shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (ii) If Newmark shall: shall (A) make a distribution on shares of Newmark Common Stock in shares of its share capital (other than Newmark Common Stock) or in shares of a Subsidiary; or (B) issue by reclassification of the outstanding shares of Newmark Common Stock any shares of its share capital (other than Newmark Common Stock) or in shares of a Subsidiary, then in each case, the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (iii) In the event of (A) any reclassification or change of shares of Newmark Common Stock issuable upon exchange of the Exchange Right Units (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 6.14(c)(i) or 6.14(c)(ii)); (B) any consolidation or merger or combination to which Newmark is a party other than a merger in which Newmark is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Newmark Common Stock; or (C) any sale, transfer or other disposition of all or substantially all of the assets of Newmark, directly or indirectly, to any Person as a result of which holders of Newmark Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for Newmark Common Stock, then Newmark shall take all necessary action such that the Newmark Holdings Exchange Right Units then outstanding shall be exchangeable into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition by a holder of the number of shares of Newmark Common Stock deliverable upon exchange of such Newmark Holdings Exchange Right Units immediately prior to such reclassification, change, combination, consolidation, merger, sale, transfer or other disposition. The provisions of this Section 6.14(c)(iii) shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. (iv) If Newmark Holdings shall: (A) pay a distribution in the form of Newmark Holdings Exchange Right Units or make a distribution on Newmark Holdings Exchange Right Units in the form of Newmark Holdings Exchange Right Units; (B) subdivide the outstanding Newmark Holdings Exchange Right Units into a greater number of Newmark Holdings Exchange Right Units; (C) combine the outstanding Newmark Holdings Exchange Right Units into a smaller number of Newmark Holdings Exchange Right Units or (D) take any other action such that the Newmark Holdings Ratio shall change in such a manner that is disproportionate from the change, if any, in the Newmark Ratio that shall occur at the same time, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action. (v) If Newmark Holdings shall make a distribution on Newmark Holdings Exchange Right Units in equity of Newmark Opco or other subsidiary of Newmark HoldingsOpco, then the Exchange Ratio in effect immediately prior to such action shall be equitably adjusted in such manner as determined by Newmark so as to preserve the economic value of the exchange of the Newmark Holdings Exchange Right following such action.