Common use of High Distribution III Units Clause in Contracts

High Distribution III Units. High Distribution III Units and holders of High Distribution III Units shall have the same rights, privileges and obligations as, and shall be subject to the same restrictions as, High Distribution II Units and holders of High Distribution II Units, and High Distribution III Units that are Founding Partner Units shall be treated in the same manner as High Distribution II Units that are Founding Partner Units (including the obligation of a holder of High Distribution II Units to Cantor pursuant to Section 12.01(a)(iii)(J) and 12.01(a)(iii)(K)); provided that High Distribution III Units shall always have a Base Amount of zero (0) and shall have an HDIII Account in lieu of an HDII Account. With respect to any High Distribution III Unit, the HDIII Account shall be subject to mandatory annual reduction on each anniversary of the date of issuance of the applicable High Distribution III Unit (or on such other date as the General Partner, acting in its sole and absolute discretion, in writing shall establish) (any such date, a “Reduction Date”) to such amount as specified on a schedule mutually agreed by the Founding/Working Partner and the General Partner, acting in its sole and absolute discretion, or if no schedule shall be agreed upon, to not greater than 5/6 of the original HDIII Account on the first Reduction Date; not greater than 2/3 of the original HDIII Account on the second Reduction Date; not greater than 1/2 of the original HDIII Account on the third Reduction Date; not greater than 1/3 of the original HDIII Account on the fourth Reduction Date; not greater than 1/6 of the original HDIII Account on the fifth Reduction Date; and zero (0) on the sixth Reduction Date. Reductions required to be made pursuant to this Section 12.01(a)(iv) shall be referred to as an “HDIII Account Reduction Obligation.” With respect to any High Distribution III Unit that is a Legacy Unit, the HDIII Account for such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the HDIII Account for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the HDIII Account for such Legacy Unit immediately prior to the Holdings Partnership Division. With respect to any High Distribution III Unit that is a Legacy Unit, the “original” HDIII Account” for such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the “original HDIII Account” for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the “original HDIII Account” for such Legacy Unit immediately prior to the Holdings Partnership Division. Each High Distribution III Unit shall have a HDIII Special Allocation Rate and HDIII Account Reduction Obligation in lieu of a HDII Special Allocation Rate and HDII Account Reduction Obligation. Until such time as a holder of High Distribution III Units shall have reduced his, her or its HDIII Account to zero (0), the High Distribution III Units held by such Founding/Working Partner shall not have any of the voting rights provided to Limited Partners in this Agreement.

High Distribution III Units. High Distribution III Units and holders of High Distribution III Units shall have the same rights, privileges and obligations as, and shall be subject to the same restrictions as, High Distribution II Units and holders of High Distribution II Units, and High Distribution III Units that are Founding Partner Units shall be treated in the same manner as High Distribution II Units that are Founding Partner Units (including the obligation of a holder of High Distribution II Units to Cantor pursuant to Section 12.01(a)(iii)(J) and 12.01(a)(iii)(K)); provided that High Distribution III Units shall always have a Base Amount of zero (0) and shall have an HDIII Account in lieu of an HDII Account. With respect to any High Distribution III Unit, the HDIII Account shall be subject to mandatory annual reduction on each anniversary of the date of issuance of the applicable High Distribution III Unit (or, with respect to any High Distribution III Unit that is a Legacy Unit, the anniversary date of the issuance of the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division) (or on such other date as the General Partner, acting in its sole and absolute discretion, in writing shall establish) (any such date, a “Reduction Date”) to such amount as specified on a schedule mutually agreed by the Founding/Working Partner and the General PartnerPartner (or, with respect to any High Distribution III Unit that is a Legacy Unit, a schedule mutually agreed by the Founding/Working Partner and the general partner of BGC Holdings with respect to the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division), acting in its sole and absolute discretion, or if no schedule shall be agreed upon, to not greater than 5/6 of the original HDIII Account on the first Reduction Date; not greater than 2/3 of the original HDIII Account on the second Reduction Date; not greater than 1/2 of the original HDIII Account on the third Reduction Date; not greater than 1/3 of the original HDIII Account on the fourth Reduction Date; not greater than 1/6 of the original HDIII Account on the fifth Reduction Date; and zero (0) on the sixth Reduction Date. Reductions required to be made pursuant to this Section 12.01(a)(iv) shall be referred to as an “HDIII Account Reduction Obligation.” With respect to any High Distribution III Unit that is a Legacy Unit, the HDIII Account for the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the HDIII Account for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the HDIII Account for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership DivisionDivision , and the Reduction Dates for such High Distribution III Units shall be the Reduction Dates applicable to the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division . With respect to any High Distribution III Unit that is a Legacy Unit, the “original” original HDIII Account” for the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the “original HDIII Account” for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the “original HDIII Account” for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership Division. Each High Distribution III Unit shall have a HDIII Special Allocation Rate and HDIII Account Reduction Obligation in lieu of a HDII Special Allocation Rate and HDII Account Reduction Obligation. Until such time as a holder of High Distribution III Units shall have reduced his, her or its HDIII Account to zero (0), the High Distribution III Units held by such Founding/Working Partner shall not have any of the voting rights provided to Limited Partners in this Agreement.

High Distribution III Units. High Distribution III Units and holders of High Distribution III Units shall have the same rights, privileges and obligations as, and shall be subject to the same restrictions as, High Distribution II Units and holders of High Distribution II Units, and High Distribution III Units that are Founding Partner Units shall be treated in the same manner as High Distribution II Units that are Founding Partner Units (including the obligation of a holder of High Distribution II III Units to Cantor pursuant to Section 12.01(a)(iii)(J) and 12.01(a)(iii)(K)); provided that High Distribution III Units shall always have a Base Amount of zero (0) and shall have an HDIII Account in lieu of an HDII Account. With respect to any High Distribution III IIII Unit, the HDIII Account shall be subject to mandatory annual reduction on each anniversary of the date of issuance of the applicable High Distribution III Unit (or, with respect to any High Distribution III Unit that is a Legacy Unit, the anniversary date of the issuance of the BGC Holdings Unit for which such Legacy Unit was issued in the Separation) (or on such other date as the General Partner, acting in its sole and absolute discretion, in writing shall establish) (any such date, a “Reduction Date”) to such amount as specified on a schedule mutually agreed by the Founding/Working Partner and the General PartnerPartner (or, with respect to any High Distribution III Unit that is a Legacy Unit, a schedule mutually agreed by the Founding/Working Partner and the general partner of BGC Holdings with respect to the BGC Holdings Unit for which such Legacy Unit was issued in the Separation), acting in its sole and absolute discretion, or if no schedule shall be agreed upon, to not greater than 5/6 of the original HDIII Account on the first Reduction Date; not greater than 2/3 of the original HDIII Account on the second Reduction Date; not greater than 1/2 of the original HDIII Account on the third Reduction Date; not greater than 1/3 of the original HDIII Account on the fourth Reduction Date; not greater than 1/6 of the original HDIII Account on the fifth Reduction Date; and zero (0) on the sixth Reduction Date. Reductions required to be made pursuant to this Section 12.01(a)(iv) shall be referred to as an “HDIII Account Reduction Obligation.” With respect to any High Distribution III Unit that is a Legacy Unit, the HDIII Account for the BGC Holdings Unit for which such Legacy Unit was issued in the Separation shall be apportioned in the Holdings Partnership Division Separation between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the HDIII Account for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division Separation shall equal the HDIII Account for such Legacy BGC Holding Unit immediately prior to the Separation, and the Reduction Dates for such High Distribution III Units shall be the Reduction Dates applicable to the BGC Holdings Partnership DivisionUnit for which such Legacy Unit was issued in the Separation. With respect to any High Distribution III Unit that is a Legacy Unit, the “original” original HDIII Account” for the BGC Holdings Unit for which such Legacy Unit was issued in the Separation shall be apportioned in the Holdings Partnership Division Separation between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the “original HDIII Account” for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division Separation shall equal the “original HDIII Account” for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership DivisionSeparation. Each High Distribution III Unit shall have a HDIII Special Allocation Rate and HDIII Account Reduction Obligation in lieu of a HDII Special Allocation Rate and HDII Account Reduction Obligation. Until such time as a holder of High Distribution III Units shall have reduced his, her or its HDIII Account to zero (0), the High Distribution III Units held by such Founding/Working Partner shall not have any of the voting rights provided to Limited Partners in this Agreement.

High Distribution III Units. High Distribution III Units and holders of High Distribution III Units shall have the same rights, privileges and obligations as, and shall be subject to the same restrictions as, High Distribution II Units and holders of High Distribution II Units, and High Distribution III Units that are Founding Partner Units shall be treated in the same manner as High Distribution II Units that are Founding Partner Units (including the obligation of a holder of High Distribution II III Units to Cantor pursuant to Section 12.01(a)(iii)(JSections 12.01(b)(viii) and 12.01(a)(iii)(K12.01(b)(ix)); provided that High Distribution III Units shall always have a Base Amount of zero (0) and shall have an HDIII Account in lieu of an HDII Account. With respect to any High Distribution III Unit, the HDIII which Account shall be subject to mandatory annual reduction on each anniversary of the date of issuance of the applicable High Distribution III Unit (or on such other date as the General Partner, acting in its sole and absolute discretion, in writing shall establish) (any such date, a “Reduction Date”) to such amount as specified on a schedule mutually agreed by the Founding/Working Partner and the General Partner, acting in its sole and absolute discretion, or if no schedule shall be agreed upon, to not greater than 5/6 of the original HDIII Account on the first Reduction Date; not greater than 2/3 of the original HDIII Account on the second Reduction Date; not greater than 1/2 of the original HDIII Account on the third Reduction Date; not greater than 1/3 of the original HDIII Account on the fourth Reduction Date; not greater than 1/6 of the original HDIII Account on the fifth Reduction Date; and zero (0) on the sixth Reduction Date. Reductions required to be made pursuant to this Section 12.01(a)(iv12.01(c) shall be referred to as an “HDIII Account Reduction Obligation.” With respect to any High Distribution III Unit that is a Legacy Unit, the HDIII Account for such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the HDIII Account for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the HDIII Account for such Legacy Unit immediately prior to the Holdings Partnership Division. With respect to any High Distribution III Unit that is a Legacy Unit, the “original” HDIII Account” for such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the “original HDIII Account” for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the “original HDIII Account” for such Legacy Unit immediately prior to the Holdings Partnership Division. Each High Distribution III Unit shall have a HDIII Special Allocation Rate and HDIII Account Reduction Obligation in lieu of a HDII Special Allocation Rate and HDII Account Reduction Obligation. Until such time as a holder of High Distribution III Units shall have reduced his, her or its HDIII Account to zero (0), the High Distribution III Units held by such Founding/Working Partner shall not have any of the voting rights provided to Limited Partners in this Agreement.

High Distribution III Units. High Distribution III Units and holders of High Distribution III Units shall have the same rights, privileges and obligations as, and shall be subject to the same restrictions as, High Distribution II Units and holders of High Distribution II Units, and High Distribution III Units that are Founding Partner Units shall be treated in the same manner as High Distribution II Units that are Founding Partner Units (including the obligation of a holder of High Distribution II Units to Cantor pursuant to Section 12.01(a)(iii)(J) and 12.01(a)(iii)(K)); provided that High Distribution III Units shall always have a Base Amount of zero (0) and shall have an HDIII Account in lieu of an HDII Account. With respect to any High Distribution III Unit, the HDIII Account shall be subject to mandatory annual reduction on each anniversary of the date of issuance of the applicable High Distribution III Unit (or, with respect to any High Distribution III Unit that is a Legacy Unit, the anniversary date of the issuance of the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division) (or on such other date as the General Partner, acting in its sole and absolute discretion, in writing shall establish) (any such date, a “Reduction Date”) to such amount as specified on a schedule mutually agreed by the Founding/Working Partner and the General PartnerPartner (or, with respect to any High Distribution III Unit that is a Legacy Unit, a schedule mutually agreed by the Founding/Working Partner and the general partner of BGC Holdings with respect to the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division), acting in its sole and absolute discretion, or if no schedule shall be agreed upon, to not greater than 5/6 of the original HDIII Account on the first Reduction Date; not greater than 2/3 of the original HDIII Account on the second Reduction Date; not greater than 1/2 of the original HDIII Account on the third Reduction Date; not greater than 1/3 of the original HDIII Account on the fourth Reduction Date; not greater than 1/6 of the original HDIII Account on the fifth Reduction Date; and zero (0) on the sixth Reduction Date. Reductions required to be made pursuant to this Section 12.01(a)(iv) shall be referred to as an “HDIII Account Reduction Obligation.” With respect to any High Distribution III Unit that is a Legacy Unit, the HDIII Account for the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the HDIII Account for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the HDIII Account for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership Division, and the Reduction Dates for such High Distribution III Units shall be the Reduction Dates applicable to the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division. With respect to any High Distribution III Unit that is a Legacy Unit, the “original” original HDIII Account” for the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such Legacy BGC Holding Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of the “original HDIII Account” for such Legacy BGC Holdings Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the “original HDIII Account” for such Legacy BGC Holding Unit immediately prior to the Holdings Partnership Division. Each High Distribution III Unit shall have a HDIII Special Allocation Rate and HDIII Account Reduction Obligation in lieu of a HDII Special Allocation Rate and HDII Account Reduction Obligation. Until such time as a holder of High Distribution III Units shall have reduced his, her or its HDIII Account to zero (0), the High Distribution III Units held by such Founding/Working Partner shall not have any of the voting rights provided to Limited Partners in this Agreement.