Common use of Issuances of Additional Units Clause in Contracts

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. 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; and (7) as determined by the General Partner in good faith in connection with any “Additional Tranche” (as such term is defined in the Variable Forward Transaction Confirmation) pursuant to the Variable Forward Transaction Confirmation. 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. 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; and (7) as determined by the General Partner in good faith in connection with any “Additional Tranche” (as such term is defined in the Variable Forward Transaction Confirmation) pursuant to the Variable Forward Transaction Confirmation; 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. Any authorized but unissued Units may be issued: (1) pursuant to the Separation or as otherwise contemplated by Contribution and Schedule 2.03 of the Separation Agreement or this Agreement; (2) (A) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Holdings Group, in connection with a redemption pursuant to Article VIII Section 12.03 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 BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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. Any authorized but unissued Units may be issued: (1) pursuant to the Separation or as otherwise contemplated by Contribution and Schedule 2.03 of the Separation Agreement or this Agreement; (2) (A) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Holdings Group, in connection with a redemption pursuant to Article VIII Section 12.03 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 BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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 the 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. Any authorized but unissued Units may be issued: (1) pursuant to the Separation or as otherwise contemplated by Contribution and Schedule 2.03 of the Separation Agreement or this Agreement; (2) (A) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Holdings Group, in connection with a redemption pursuant to Article VIII Section 12.03 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);; and (5) to Newmark BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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 the 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. Any authorized but unissued Units may be issued: (1) pursuant to the Separation or as otherwise contemplated by Contribution and Schedule 2.03 of the Separation Agreement or this Agreement; (2) (A) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Holdings Group, in connection with a redemption pursuant to Article VIII Section 12.03 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 BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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 the 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. Any authorized but unissued Units may be issued: (1) pursuant to the Separation or as otherwise contemplated by Contribution and Schedule 2.03 of the Separation Agreement or this Agreement; (2) (A) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (3) to members of the Newmark Inc. Group and/or members of the BGC Partners Inc. Holdings Group, in connection with a redemption pursuant to Article VIII Section 12.03 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);; and (5) to Newmark BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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 the 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.. Table of Contents

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. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of the Separation Agreement; (32) 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; (43) as otherwise agreed by each of the General Partner and the Limited Partners (by affirmative vote of a Majority in Interest); (54) to Newmark BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC Holdings, L.P. Participation Plan; and (65) 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. Any authorized but unissued Units may be issued: (1) pursuant to the Newmark Separation or as otherwise contemplated by the Newmark Separation Agreement or this Agreement; (2) to members of the Newmark Inc. BGC Partners 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. BGC Partners Group and/or Newmark Holdings Group, as the case may be, in each case as provided in Section 4.11 of 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 BGC Partners or Newmark Holdings in connection with a grant of equity by Newmark BGC Partners or Newmark Holdings, respectively, pursuant to the Newmark BGC 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.