REU Interests. Upon any redemption or purchase by Newmark Holdings of any REU 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 REU Interest, multiplied by (B) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such REU Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to the amount required by Newmark Holdings to redeem or purchase such REU Interest (including the REU Post-Termination Payment (as defined in the Newmark Holdings Limited Partnership Agreement), if any); 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.
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Samples: Parent Agreement, Parent Agreement (Newmark Group, Inc.), Parent Agreement (BGC Partners, Inc.)
REU Interests. Upon any redemption or purchase by Newmark Holdings of any REU 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 REU Interest, multiplied by (B) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such REU Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to the amount required by Newmark Holdings to redeem or purchase such REU Interest (including the REU Post-Termination Payment (as defined in the Newmark Holdings Limited Partnership Agreement), if any); 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.
REU Interests. Upon any redemption or purchase by Newmark Holdings of any REU 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 REU Interest, multiplied by (Bii) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such REU Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to the amount required by Newmark Holdings to redeem or purchase such REU Interest (including the REU Post-Termination Payment (as defined in the Newmark Holdings Limited Partnership Agreement), if any); 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.
REU Interests. Upon any redemption or purchase by Newmark Holdings of any REU 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 REU Interest, multiplied by (Bii) the Newmark Holdings Ratio as of immediately prior to the redemption or purchase of such REU Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to the amount required by Newmark Holdings to redeem or purchase such REU Interest (including the REU Post-Termination Table of Contents Payment (as defined in the Newmark Holdings Limited Partnership Agreement), if any); 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