Newmark Inc. Contribution. Following the Holdings Partnership Division, BGC Partners shall contribute, assign and otherwise transfer to Newmark all of the outstanding equity interest held by it in Newmark Holdings General Partner (which shall hold the Newmark Holdings Special Voting Limited Partnership Interest) and in Newmark Opco, as well as any other Transferred Assets and Transferred Liabilities held by BGC Partners (the “Newmark Inc. Contribution”). In consideration of the Newmark Inc. Contribution, effective as of the Closing, Newmark shall take such actions (through an issuance of additional shares of Newmark Common Stock to BGC Partners, a recapitalization, stock split or otherwise) such that, after such action: (i) the aggregate number of shares of Newmark Class A Common Stock held by BGC Partners immediately following such action shall equal the number of shares of BGC Partners Class A Common Stock outstanding immediately following such action multiplied by the Contribution Ratio; and (ii) the aggregate number of shares of Newmark Class B Common Stock held by BGC Partners immediately following such action equals the number of shares of BGC Partners Class B Common Stock outstanding immediately following such action multiplied by the Contribution Ratio. In the event that, for any reason, such action would result in the Newmark Ratio not being equal to one (1) immediately following such issuance, Newmark Opco shall issue to Newmark a Newmark Opco Limited Partnership Interest in connection therewith consisting of a number of Newmark Opco Units that will cause the Newmark Ratio to equal one (1) immediately following such issuance.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (BGC Partners, Inc.), Separation and Distribution Agreement (BGC Partners, Inc.), Separation and Distribution Agreement (Newmark Group, Inc.)
