Issuances of Additional Units. Subject to the rights of any Member set forth in a Unit Designation:
Issuances of Additional Units. Any authorized but unissued Units may be issued:
(1) pursuant to the Separation or as otherwise contemplated by the Separation Agreement or this Agreement;
(2) to members of the Newmark Inc. Group and/or Newmark Holdings Group, as the case may be, in connection with an investment in the Partnership by the members of the Newmark Inc. Group and/or Newmark Holdings Group, as the case may be, in each case as provided in the Separation Agreement;
(3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Group, in connection with a redemption pursuant to Article VIII of the Newmark Holdings Limited Partnership Agreement or Article VIII of the BGC Holdings Limited Partnership Agreement;
(4) as otherwise agreed by each of the General Partner and the Limited Partners (by affirmative vote of a Majority in Interest);
(5) to Newmark or Newmark Holdings in connection with a grant of equity by Newmark or Newmark Holdings, respectively, pursuant to the Newmark Holdings, L.P. Participation Plan; and
(6) to any Partner in connection with a conversion of an issued Unit and Interest into a different class or type of Unit and Interest in accordance with this Agreement; provided that each Person to be issued additional Units pursuant to clause (1), (2), (3), (4) or (5) of this sentence shall, as a condition to such issuance, execute and deliver to the Partnership an agreement in which such Person agrees to be admitted as a Partner with respect to such Units and bound by this Agreement and any other agreements, documents or instruments specified by the General Partner; provided, however, that if such Person (A) is at the time of such issuance a Partner of the applicable class of Interests being issued or (B) has previously entered into an agreement pursuant to which such Person shall have agreed to become a Partner and be bound by this Agreement with respect to the applicable class of Interests being issued (which agreement is in effect at the time of such issuance), such Person shall not be required to enter into any such agreements unless otherwise determined by the General Partner. Upon any such issuance, any such Person not already a Partner shall be admitted as a limited partner with respect to the issued Interests.
Issuances of Additional Units. (a) The Company may issue any number of Units, and options, rights, warrants and appreciation rights relating to Units, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Member or any other Person.
(b) Additional Units authorized to be issued by the Company pursuant to Section 4.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to or senior or superior to any existing classes or series of Units), as shall be fixed by the Board of Directors and reflected in a written action or actions approved by the Board of Directors in compliance with Section 6.1 (each, a “Unit Designation”), including (i) the right to share in Company profits and losses or items thereof; (ii) the right to share in Company distributions, the dates distributions will be payable and whether distributions with respect to such class or series will be cumulative or non-cumulative; (iii) rights upon dissolution and liquidation of the Company (including any payments); (iv) whether, and the terms and conditions upon which, the Company may redeem such Units (including sinking fund provisions); (v) whether such Units are issued with the privilege of conversion or exchange into Units of any other class or series or any other security issued by the Company or another entity and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Units will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest, if any, applicable to such Units; and (viii) the right, if any, of the Record Holder of any such Unit to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Units. A Unit Designation (or any action of the Board of Directors amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Secretary for inclusion in the permanent records of the Company, and shall be annexed to, and constitute a part of, this Agreement.
(c) The Board of Directors is hereby authorized to take all actions that it determin...
Issuances of Additional Units. The Manager shall have the right to cause the Company to issue or sell to Members or other Persons: (i) additional Units (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units, and (iii) warrants, options or other rights to purchase or otherwise acquire Units.
Issuances of Additional Units. Notwithstanding Section 6.4(b) hereof, but subject to Section 6.4(c), the Managing Member is hereby authorized to cause the Company to issue additional Units, for any Company purpose, at any time or from time to time, to the Members or to other Persons, and to admit such Persons as additional Members, for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretion, all without the approval of any other Member. Without limiting the foregoing, the Managing Member is expressly authorized to cause the Company to issue Units (a) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Company, (b) for less than fair market value, so long as the Managing Member concludes in good faith that such issuance is in the best interests of the Company (taking into account the Company’s status as a subsidiary of Clipper), and (c) in connection with any merger of any other Person into the Company or any subsidiary of the Company if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Company or any subsidiary of the Company. Any Unit that is not specifically designated by the Managing Member as being of a particular class or series shall be deemed to be a Class B Unit. Subject to Section 6.4(c) and applicable law, any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Managing Member, in its sole and absolute discretion without the approval of any other Member, and set forth in a written document thereafter attached to and made an exhibit to this Agreement which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference. Without limiting the generality of the foregoing, the Managing Member shall have authority to specify (i) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Units; (ii) the right of each such class or series of Units to share (on a pari passu, junior or preferred basis) in distributions; (iii) the rights of each such class or series of Units upon dissolution and liquidation of the Company; (iv) the voting rights, if any, of each such class or series of Units; and (v) the...
Issuances of Additional Units. The Board shall have the right to cause the Company to issue or sell to Members or other Persons: (i) additional Units (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units, and (iii) warrants, options or other rights to purchase or otherwise acquire Units.
Issuances of Additional Units. (a) The Company is expressly authorized to issue additional Units for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Managing Member shall determine, all without any further act, approval or vote of any Non-Managing Member.
(b) The Managing Member shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Units pursuant to this Section 5.4, (ii) reflecting admission of such additional Non-Managing Member(s) in the books and records of the Company (including Exhibit A hereto) as the Record Holders of such Non-Managing Member Interests and (iii) all additional issuances of Units. The Managing Member shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency.
(c) No fractional Units shall be issued by the Company.
Issuances of Additional Units. Subject to, and to the extent contemplated by, Section 4.04, in addition to Class A Units, the Company may issue additional classes of Units or other interests in the Company (in whole or fractional numbers) as the Board shall determine in good faith with such designations, preferences, rights, powers and duties, as shall be fixed by the Board, and which may include additional classes of Units or other interests reflecting additional Capital Contributions, to which the assets and liabilities and income and expenditure attributable or allocated to such class shall be applied or charged.
Issuances of Additional Units. The General Partner is hereby authorized to cause the Partnership to issue additional Units for any Partnership purpose, at any time or from time to time, to Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion and absolute discretion, all without the approval of the Limited Partners. Any additional Units issued thereby may be issued in one or more classes, or in one or more series of any of such classes, with designations, preferences and relative participating, option or other special rights, powers and duties, including rights, powers and duties senior to Units previously issued to the Limited Partners, all as shall be determined by the General Partner in its sole discretion and without the approval of any Limited Partner, subject to Delaware law, including without limitation, (A) the allocation or items of Partnership income, gain, loss, deduction and credit to each such class or series of Units; (B) the right of each such class or series of Units to share in Partnership distributions; and (C) the rights of each such class or series of Units upon dissolution and liquidation of the Partnership; provided, however, that no additional Units will be issued to the General Partner unless: (1) the additional Units are issued in exchange for property or other assets owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value to the Units; or (2) the additional Units are issued to all Partners in proportion to their respective percentage ownership of the Units.
Issuances of Additional Units. Other than as set forth in Sections 4.1(b), (c) and (d), or as approved by the Board in accordance with Section 5.3, no additional Units shall be authorized or issued.
