Subsequent Acquisition Transaction has the meaning set out in Section 2.6 įinancial Transaction means purchase, redemption, exchange or any other transaction involving the movement of Shares initiated by an End-User. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.Īcquisition Transactions means the transactions contemplated by the Acquisition Agreement. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by Newmark of a shareholder rights plan or (B) issuances by Newmark that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Newmark management or shareholders, is a hostile acquisition, or otherwise, as a result of which Newmark would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from Newmark and/or one or more holders of outstanding shares of Newmark Capital Stock, a number of shares of Newmark Capital Stock that would, when combined with any other changes in ownership of Newmark Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all outstanding shares of stock of Newmark as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of Newmark as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Sale Transaction has the meaning set forth in Section 3(a). Pawn transaction means the same as that term is defined in Section 13-32a-102.Ĭertain Transactions, Description of Capital Stock" and "Shares Eligible for Future Sale" in the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, fairly summarize in all material respects the information called for with respect to such documents and matters.
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