Common use of Successors; Assignment; Amendments Clause in Contracts

Successors; Assignment; Amendments. Cantor may not assign this Agreement to any person without the prior written consent of Newmark and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Cantor may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that Cantor may assign its rights to a wholly-owned Subsidiary of Cantor without the prior written consent of Newmark. Newmark may not assign any of their rights, interests or entitlements under this Agreement without the consent of Cantor, not to be unreasonably withheld or delayed; provided, however, that Newmark may assign its rights to a wholly-owned subsidiary of Newmark without the prior written consent of Cantor; provided, further, however, that no such assignment shall relieve Cantor or Newmark of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of Newmark. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Newmark.

Successors; Assignment; Amendments. Cantor may not assign this Agreement to any person without the prior written consent of Newmark BGC Corporation and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Cantor may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that Cantor may assign its rights to a wholly-wholly owned Subsidiary of Cantor without the prior written consent of NewmarkBGC Corporation. Newmark BGC Corporation may not assign any of their rights, interests or entitlements under this Agreement without the consent of Cantor, not to be unreasonably withheld or delayed; provided, however, that Newmark BGC Corporation may assign its rights to a wholly-owned subsidiary of Newmark BGC Corporation without the prior written consent of Cantor; provided, further, however, that no such assignment shall relieve Cantor or Newmark BGC Corporation of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of NewmarkBGC Corporation. Notwithstanding anything in this Section 8.06 to the contrary, as a result of the merger, the Combined Company will assume BGC Partners’ rights and obligations under this Agreement. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of NewmarkBGC Partners (if prior to the merger) and a majority of the independent directors of the Combined Company (if after the merger).

Successors; Assignment; Amendments. Cantor may not assign this Agreement to any person without the prior written consent of Newmark BGC Partners and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Cantor may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that Cantor may assign its rights to a wholly-owned Subsidiary of Cantor without the prior written consent of NewmarkBGC Partners. Newmark BGC Partners may not assign any of their rights, interests or entitlements under this Agreement without the consent of Cantor, not to be unreasonably withheld or delayed; provided, however, that Newmark BGC Partners may assign its rights to a wholly-owned subsidiary of Newmark BGC Partners without the prior written consent of Cantor; provided, further, however, that no such assignment shall relieve Cantor or Newmark BGC Partners of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of NewmarkBGC Partners. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of NewmarkBGC Partners.

Successors; Assignment; Amendments. Cantor A/N may not assign this Agreement to any person without the prior written consent of Newmark and the Audit CommitteeNew Charter, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Cantor A/N may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that Cantor A/N may assign its rights to a wholly-owned Subsidiary any person to whom it is permitted to assign its rights under Section 9.3 of Cantor the Contribution Agreement without the prior written consent of NewmarkNew Charter. Newmark New Charter and the Charter Member may not assign any of their rights, interests or entitlements under this Agreement without the consent of CantorA/N, not to be unreasonably withheld or delayed; provided, however, that Newmark New Charter may assign its rights to a wholly-owned subsidiary Subsidiary of Newmark New Charter without the prior written consent of CantorA/N; provided, further, however, that no such assignment shall relieve Cantor A/N or Newmark New Charter of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of NewmarkNew Charter. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of NewmarkNew Charter.