Common use of Preparation for the IPO Clause in Contracts

Preparation for the IPO. (a) Subject to the conditions specified in Section 3.02, BGC Partners and Newmark shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to consummate the IPO. Such actions shall include those specified in this Section 3.01. (b) Newmark shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Applicable Law or by the Underwriting Agreement, including filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Laws. BGC Partners and Newmark shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Newmark Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) BGC Partners and Newmark shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to BGC Partners and shall comply with its obligations thereunder. (d) BGC Partners and Newmark shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Newmark shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (f) Newmark shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the Newmark Class A Common Stock issued in the IPO on the NASDAQ Global Select Market, subject to official notice of issuance. (g) Newmark shall participate in the preparation of materials and presentations as BGC Partners or the Underwriters shall deem necessary or desirable. (h) Newmark shall pay all third-party costs, fees and expenses relating to the IPO, including the Underwriters’ discount as provided in the Underwriting Agreement, the SEC registration fee, the FINRA fee, the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus.

Preparation for the IPO. (a) Subject to the conditions specified in Section 3.02, BGC Partners and Newmark shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to consummate the IPO. Such actions shall include those specified in this Section 3.01. (b) Newmark shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Applicable Law or by the Underwriting Agreement, including filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Laws. BGC Partners and Newmark shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Newmark Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) BGC Partners and Newmark shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to BGC Partners and shall comply with its obligations thereunder. (d) BGC Partners and Newmark shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Newmark shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (f) Newmark shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the Newmark Class A Common Stock issued in the IPO on the NASDAQ Global Select Market, subject to official notice of issuance. (g) Newmark shall participate in the preparation of materials and presentations as BGC Partners or the Underwriters shall deem necessary or desirable. (h) Newmark shall pay all third-party costs, fees and expenses relating to the IPO, including the Underwriters’ discount as provided in the Underwriting Agreement, the SEC registration fee, the FINRA fee, the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus.