Newmark Class A Common Stock definition

Newmark Class A Common Stock means the Class A common stock, par value $0.01 per share, of Newmark (it being understood that if the Newmark Class A Common Stock, as a class, shall be reclassified, exchanged or converted into another security (including as a result of a merger, consolidation or otherwise) or the right to receive such security, each reference to Newmark Class A Common Stock in this Agreement shall refer to such other security into which the Newmark Class A Common Stock was reclassified, exchanged or converted).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Newmark Class A Common Stock is defined in the recitals.

Newmark Class A Common Stock has the meaning ascribed to such term in the Separation and Distribution Agreement.

Examples of Newmark Class A Common Stock in a sentence

Notwithstanding anything to the contrary herein, in no event shall a holder of an Exchangeable Preferred Limited Partnership Interest be entitled to receive, or shall be deemed to receive, any shares of Newmark Class A Common Stock upon any Exchangeable Preferred Newmark Exchange if, immediately upon giving effect to such receipt of such shares, an Excess Ownership Position would exist.
Notwithstanding anything to the contrary herein, the Partnership will not transfer any fractional shares of Newmark Class A Common Stock in any Exchangeable Preferred Newmark Exchange.
Newmark covenants and agrees that all shares of Newmark Class A Common Stock issued in connection with an Exchangeable Preferred Newmark Exchange will be Publicly Traded Shares.
Group into shares of Newmark Class B Common Stock on a one-for-one basis, in each case, so that the ratio of shares of Newmark Class B Common Stock to shares of Newmark Class A Common Stock, in each case beneficially owned by BGC Partners or any other member of the BGC Partners Inc.
In connection with the New Newmark Merger, holders of shares of Newmark Class A Common Stock and Newmark Class B Common Stock shall each hold equivalent common stock in New Newmark, with identical rights to the applicable class of shares held prior to the New Newmark Merger.
Group into shares of Newmark Class A Common Stock on a one-for-one basis, or, in the alternative, will convert or cause the conversion (and Newmark will take all actions as may be necessary to effect such conversion) of shares of Newmark Class A Common Stock beneficially owned by BGC Partners or any other member of the BGC Partners Inc.
Group (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by BGC Partners in blank), and shall cause the Transfer Agent to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Newmark Class A Common Stock and/or shares of Newmark Class B Common Stock, as the case may be, to each such holder or designated transferee or transferees of such holder.
Newmark covenants and agrees that all shares of Newmark Class B Common Stock and Newmark Class A Common Stock issued in an Exchange will be duly authorized, validly issued, fully paid and nonassessable and will be free from preemptive rights and free of any Encumbrances.
Newmark covenants and agrees that all shares of Newmark Class A Common Stock issued in connection with an Exchangeable Preferred Newmark Exchange will be duly authorized, validly issued, fully paid and nonassessable and will be free from preemptive rights and free of any Encumbrances.
In any Exchangeable Preferred Newmark Exchange for shares of Newmark Class A Common Stock, Newmark shall pay any documentary, stamp, or similar issue or transfer tax due on the issue of the Newmark Class A Common Stock and upon the transfer of such Newmark Class A Common Stock in such Exchangeable Preferred Newmark Exchange.

More Definitions of Newmark Class A Common Stock

Newmark Class A Common Stock has the meaning set forth in the Newmark Separation Agreement.