Newmark Common Stock definition

Newmark Common Stock means the Newmark Class A Common Stock or the Newmark Class B Common Stock, as applicable.
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Newmark Common Stock has the meaning ascribed to such term in the Separation and Distribution Agreement.
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Newmark Common Stock is defined in the recitals.
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Examples of Newmark Common Stock in a sentence

  • At the election of Newmark, in connection with a repurchase by Newmark of its Class A Common Stock or a similar action, the Partnership, directly or indirectly through its Subsidiaries, shall redeem and purchase from Newmark a number of Units (and the associated Capital) equal to (a) the number of shares of Newmark Common Stock repurchased or expected to be repurchased multiplied by (b) the Newmark Ratio as of immediately prior to the such repurchase or expected repurchase or similar action.

  • In exchange for such contribution, Newmark Opco shall issue to Newmark a Newmark Opco Limited Partnership Interest consisting of a number of Newmark Opco Units equal to the number of additional shares of Newmark Common Stock issued in the IPO.

  • In any Newmark Exchange for shares of Newmark Common Stock or cash, Newmark shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Newmark Common Stock upon such Newmark Exchange; provided that the Electing Partner shall pay any such tax that is due because such Electing Partner requests the shares of Newmark Common Stock to be issued in a name other than the holder’s name or cash to be paid to a Person other than the holder.

  • The equity interests set forth on Schedule 2.01(b)(i) and the shares of Newmark Common Stock contemplated to be received by members of the BGC Partners Inc.

  • If requested by BGC Partners, Newmark shall cooperate with BGC Partners to accomplish the Distribution and shall, at BGC Partners’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the registration under the Securities Act of Newmark Common Stock on an appropriate registration form or forms to be designated by BGC Partners.

  • Notwithstanding anything to the contrary herein, Newmark will not transfer any fractional shares of Newmark Common Stock in any Newmark Exchange.

  • Newmark may refuse to deliver the certificate representing Newmark Common Stock being transferred to a Person other than the Electing Partner until Newmark receives a sum sufficient to pay any such tax that will be due because the shares or cash are to be transferred to a Person other than the Electing Partner.

  • 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.

  • Subject to Section 6.10 of the Separation Agreement, Newmark acknowledges that for purposes of the foregoing, a request by Cantor to form a new parent holding company to which all of the holders of Newmark Common Stock are required to transfer their shares in connection with the consummation of an Exchange shall be a reasonable request.

  • BGC Partners and Cantor and their respective Affiliates received or may receive Newmark Common Stock (as defined below), including in connection with the Contribution or the Distribution or upon the exchange of Newmark Holdings Exchangeable Limited Partnership Interests (as defined below).

Related to Newmark Common Stock

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Common Shares means the common shares in the capital of the Corporation;

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Voting Common Stock means the voting common stock, par value $0.01 per share, of the Company.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).

  • Additional Common Stock herein shall mean in the most broadest sense all shares of Common Stock hereafter issued by the Borrower (including, but not limited to Common Stock held in the treasury of the Borrower and common stock purchasable via derivative security or option on the date of such grant ), except Common Stock issued upon the conversion of any of this Convertible Note or Warrant.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.