Holdings Partnership Division. (i) Following the Opco Partnership Division, BGC Holdings shall transfer to Newmark Holdings (A) all of the equity interests in the Newmark Opco General Partner (which shall hold the Newmark Opco Special Voting Limited Partnership Interest), (B) the Newmark Opco Limited Partnership Interest that BGC Holdings received in the Opco Partnership Distribution and (C) any other Transferred Assets or Transferred Liabilities held by it (together, the “Holdings Partnership Contribution”). Immediately following the Holdings Partnership Contribution, BGC Holdings will hold all of the outstanding equity interests in the Newmark Holdings General Partner (which shall hold the Newmark Holdings Special Voting Limited Partnership Interest) and all of the outstanding Newmark Holdings Limited Partnership Interests, with the total number of Newmark Holdings Units equal to the total number of BGC Holdings Units multiplied by the Contribution Ratio.
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Samples: Separation and Distribution Agreement (BGC Partners, Inc.), Separation and Distribution Agreement (Newmark Group, Inc.), Separation and Distribution Agreement (BGC Partners, Inc.)