Common use of Redemption of Units Following a Redemption of Founding/Working Partner Interests or REU Interest Clause in Contracts

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.), Partnership Agreement (BGC Partners, Inc.), Parent Agreement (BGC Partners, Inc.)

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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: Partnership Agreement (Newmark Group, Inc.), Parent Agreement (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 and Global Opco to redeem and purchase from Newmark Holdings a number of Units (and the associated Capital) and cause Global Opco to redeem and purchase from Holdings a number of Global Opco Units (and the associated Global Opco Capital), in each case, 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 Opcos 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 RatioPrice; provided that, upon mutual agreement of the general partner of Newmark Holdings Holdings, the General Partner and the General Partnergeneral partner of Global Opco, the The Partnership and Global Opco 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. BGC Partners shall determine the proportion of such amount that shall be paid by the Partnership, on the one hand, and Global Opco, on the other hand (which determination shall be based on BGC Partners’ good-faith judgment as to the proportion of the total fair value of the Opcos represented by the Partnership and Global Opco, respectively, as of such date).

Appears in 1 contract

Samples: Limited Partnership Agreement (BGC Partners, Inc.)

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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: Partnership Agreement (Newmark Group, Inc.)

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