Limited Partnership Interests. The General Partner may transfer all or any portion of its Limited Partnership Interests, or any of the rights associated with such Limited Partnership Interests, to any party without the consent of the Partnership or any Partner (regardless of whether such transfer triggers a termination of the Partnership for tax purposes under Section 708 of the Code).
Limited Partnership Interests. No Limited Partner (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)) may Transfer or agree or otherwise commit to Transfer all or any portion of, or any right, title and interest in and to, its Limited Partnership Interest (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)), except any such Transfer (i) pursuant to Section 4.02(a)(ii) or the Separation; (ii) if such Limited Partner shall be a member of the Newmark Inc. Group or the Newmark Holdings Group (the “Group Transferor”), to any member of the Newmark Inc. Group or the Newmark Holdings Group (the “Group Transferee”), including in connection with the exchange of Newmark Holdings Units for Newmark Common Stock pursuant to the Newmark Holdings Limited Partnership Agreement or the BGC Holdings Limited Partnership Agreement; or (iii) for which the General Partner and the Limited Partners (with such consent to require the affirmative vote of a Majority in Interest) shall have provided their respective prior written consent (which consent shall not be unreasonably withheld or delayed; provided that if such Transfer could reasonably be expected to result in the Partnership being classified or treated as a publicly traded partnership for U.S. federal income tax purposes, the withholding of consent to such Transfer shall not be deemed unreasonable) (including any Transfer to the Partnership).
Limited Partnership Interests. (i) The Partnership shall have one or more Limited Partnership Interests. The number of Units issued to each Limited Partner in respect of such Partner’s Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Units in respect of such Partner’s Limited Partnership Interest in accordance with this Agreement.
(ii) The Partnership shall have one Limited Partnership Interest designated as the Special Voting Limited Partnership Interest, as provided in Section 4.03(b). There shall only be one (1) Unit associated with the Special Voting Limited Partnership Interest. All other Limited Partnership Interests shall be designated as Limited Partnership Interests.
Limited Partnership Interests. (i) The Partnership shall have one or more Limited Partnership Interests. The number of Units or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) issued to each Limited Partner in respect of such Partner’s Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Units or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) in respect of such Partner’s Limited Partnership Interest in accordance with this Agreement.
(ii) The Partnership shall have one Limited Partnership Interest designated as the Special Voting Limited Partnership Interest, as provided in Section 4.03(b). There shall only be one Non-Participating Unit associated with the Special Voting Limited Partnership Interest. All other Limited Partnership Interests shall be designated as Limited Partnership Interests.
Limited Partnership Interests. (i) The Partnership shall have one or more Limited Partnership Interests. The number of Units (including those designated as Exchangeable Preferred Units) or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) issued to each Limited Partner in respect of such Partner’s Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Units or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) in respect of such Partner’s Limited Partnership Interest in accordance with this Agreement.
(ii) The Partnership shall have one Limited Partnership Interest designated as the Special Voting Limited Partnership Interest, as provided in Section 4.03(b). There shall only be one Non-Participating Unit associated with the Special Voting Limited Partnership Interest. All other Limited Partnership Interests shall be designated as Limited Partnership Interests.
(iii) The Partnership may have one or more Limited Partnership Interests designated as Exchangeable Preferred Limited Partnership Interests. The number of Exchangeable Preferred Units issued in accordance with Section 4.09 to each Exchangeable Preferred Limited Partner in respect of such Partner’s Exchangeable Preferred Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Exchangeable Preferred Units in respect of such Partner’s Exchangeable Preferred Limited Partnership Interest in accordance with this Agreement.
Limited Partnership Interests. No Limited Partner may Transfer or agree or otherwise commit to Transfer all or any portion of, or any right, title and interest in and to, its Limited Partnership Interest, except any such Transfer (i) pursuant to Section 4.02(a)(ii), 4.03(b)(i) in connection with the Contribution and the Separation or Section 7.02(b); (ii) if such Limited Partner shall be a member of the BGC Partners Group or the Holdings Group (the “Group Transferor”), to any member of the BGC Partners Group or the Holdings Group (the “Group Transferee”), including in connection with the exchange of Holdings Units for BGC Partners Common Stock pursuant to the Holdings Limited Partnership Agreement; or (iii) for which the General Partner and the Limited Partners (with such consent to require the affirmative vote of a Majority in Interest) shall have provided their respective prior written consent (which consent shall not be unreasonably withheld or delayed, provided that if such Transfer could reasonably be expected to result in the Partnership being classified or treated as a publicly traded partnership for U.S. federal income tax purposes, the withholding of consent to such Transfer shall not be deemed unreasonable) (including any Transfer to the Partnership).
Limited Partnership Interests. No Limited Partner (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)) may Transfer or agree or otherwise commit to Transfer all or any portion of, or any right, title and interest in and to, its Limited Partnership Interest (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)), except any such Transfer (i) pursuant to Section 4.02(a)(ii) or the Separation; (ii) if such Limited Partner shall be a member of the Newmark Inc. Group or the Newmark Holdings Group (the “Group Transferor”), to any member of the Newmark Inc. Group or the Newmark Holdings Group (the “Group Transferee”), including in connection with the exchange of Newmark Holdings Units for Newmark Common Stock pursuant to the Newmark Holdings Limited Partnership Agreement or the BGC Holdings Limited Partnership Agreement; (iii) in accordance with Section 4.09(b)(iv); or (iv) for which the General Partner and the Limited Partners (with such consent to require the affirmative vote of a Majority in Interest) shall have provided their respective prior written consent (which consent shall not be unreasonably withheld or delayed; provided that if such Transfer could reasonably be expected to result in the Partnership being classified or treated as a publicly traded partnership for U.S. federal income tax purposes, the withholding of consent to such Transfer shall not be deemed unreasonable) (including any Transfer to the Partnership).
Limited Partnership Interests. Notwithstanding anything to the contrary in the CWI 2 OP LPA or this Agreement:
(a) At any time at the sole discretion of any Watermark Entity, the OP Units issued to such Watermark Entity shall be redeemable or exchangeable at the option of the holder thereof in exchange for such number of Common Stock of equivalent value of such OP Units at the time of such redemption or exchange;
(b) Distributions shall be made to the holder(s) of the OP Units at the same time, and in the same form as, any dividend payable to the holders of Common Stock, and the amount of such distributions shall be determined using the same rate of return as is used to determine such dividends payable with respect to the Common Stock;
(c) The OP Units and Common Stock shall be transferable by any Watermark Entity to any Affiliate of such Person or to any family members, trusts or other estate planning vehicles of any direct or indirect equityholder of such Person; and
(d) The foregoing provisions shall not be waived, modified or amended, whether in this Agreement or the CWI 2 OP LPA, in any way that adversely affects the limited liability of any Watermark Entity as a limited partner, the rights of any Watermark Entity to exchange its equity interests for cash, or at the election of CWI 2, Common Stock, or in any way that disproportionality affects a Watermark Entity’s rights to distributions or allocations, in each case, without the prior written consent of the Watermark Entity then holding the OP Units.
Limited Partnership Interests. Schedule 4.23 of Seller’s Disclosure Schedules (the “Limited Partnership Interest Schedule”) sets forth a true and complete list of all limited partnership private equity investments and other private equity investment vehicles in which any Company or Transferred Subsidiary holds or owns any limited partnership interest, non-managing membership interest or similar limited liability interest (the “Limited Partnership Interests”).
Limited Partnership Interests. Notwithstanding the unequal Capital contributions of the General Partner and the Limited Partners, the General Partner and the Limited Partners hereby acknowledge and agree that as of the date hereof the respective Limited Partnership Interests are as set forth in Schedule E.
