Pre-Distribution Period. Notwithstanding the foregoing, During the period from the date hereof until the completion of the Distribution, (i) Newmark shall not, and shall cause its Affiliates not to, take any action (including the issuance of Newmark Capital Stock) or fail to take any action if such action or failure to act would or could result in (x) BGC Partners ceasing to have Section 368(c) Control of Newmark or (y) Deconsolidation, provided, however, that this clause (y) shall not apply if the IPO results in Deconsolidation, (ii) Newmark shall, and shall cause its Affiliates to, take any action requested by BGC Partners in furtherance of, or in order to consummate, the Distribution, (iii) Newmark shall not, and shall cause its Affiliates not to, take any action or fail to take any action which action or failure to act could reasonably be expected to adversely affect, jeopardize or prevent the consummation of the Distribution or the Tax-Free Status of the Contribution and Distribution or the Partnership Division Treatment of the Partnership Divisions and (iv) Newmark shall not take any action set forth in clauses (i) through (vi) of Section 7.02(c) without the prior consent of BGC Partners (which BGC Partners may withhold in its sole and absolute discretion).
Appears in 4 contracts
Samples: Tax Matters Agreement (BGC Partners, Inc.), Tax Matters Agreement (Newmark Group, Inc.), Tax Matters Agreement (Newmark Group, Inc.)
