Examples of Newmark Board in a sentence
In the event that non-cash consideration is used to make such purchases, the value of the aggregate non-cash consideration shall be determined in good faith by the Audit Committee of the Newmark Board, taking into account, if relevant, the acquisition cost thereof.
As a condition of the New Newmark Merger, (i) Newmark shall have received an opinion of counsel, reasonably satisfactory to the Audit Committee of the Newmark Board, to the effect that the New Newmark Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) Cantor shall indemnify Newmark to the extent that Newmark incurs any material income Taxes as a result of the transactions effected pursuant to this Section 6.10.
The declaration, payment, timing and amount of any dividend payable by Newmark will be at the discretion of the Newmark Board; provided that any dividend by Newmark to the holders of Newmark Common Stock that would result in the dividends for a year exceeding 25% of Newmark’s “post-tax Adjusted Earnings per fully diluted share” for such year shall require the consent of the holder of a majority of the Newmark Holdings Exchangeable Limited Partnership Interests.
The declaration, payment, timing and amount of any dividend payable by Newmark will be at the discretion of the Newmark Board; provided that any dividend by Newmark to the holders of Newmark Common Stock that would be equal to 25% or more of Newmark’s post-tax Adjusted Earnings per fully diluted share shall require the consent of the holder of a majority of the Newmark Holdings Exchangeable Limited Partnership Interests.
The Newmark Board of Directors retains the freedom to amend the rules reflected in this agreement from time to time.