BGC Partners, Inc. Sample Contracts

Cantor Fitzgerald, L.P. Cantor Fitzgerald Securities One World Trade Center New York, New York 10048
Subscription Agreement • August 14th, 2000 • Espeed Inc • Services-business services, nec

Reference is made to (i) the Subscription Agreement, dated April 26, 2000, by and among eSpeed, Inc. (the "Company"), Cantor Fitzgerald, L.P. ("Cantor") and Dynegy, Inc., (ii) the Subscription Agreement, dated April 26, 2000, by and among the Company, Cantor and The Williams Companies, Inc., and (iii) the Stock Purchase Agreement, dated April 26, 2000 (the "Stock Purchase Agreement"), by and between the Company and Cantor Fitzgerald Securities.

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eSpeed, Inc.
Underwriting Agreement • February 26th, 2001 • Espeed Inc • Services-business services, nec • New York
8,500,000 Shares Class A Common Stock ($.o1 Par Value) UNDERWRITING AGREEMENT December , 1999 UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 1999 • Espeed Inc • Security & commodity brokers, dealers, exchanges & services • New York
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 29th, 2000 • Espeed Inc • Security & commodity brokers, dealers, exchanges & services • New York
OF eSpeed, Inc.
Warrant Agreement • August 15th, 2003 • Espeed Inc • Services-business services, nec • New York
BY AND BETWEEN ESPEED, INC. AND
Registration Rights Agreement • November 14th, 2002 • Espeed Inc • Services-business services, nec • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 26, 2024 among BGC GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL...
Credit Agreement • April 30th, 2024 • BGC Group, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 26, 2024 among BGC GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

between eSpeed, INC. and
Registration Rights Agreement • November 16th, 1999 • Espeed Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
OF eESPEED, INC.
Warrant Agreement • November 13th, 2003 • Espeed Inc • Services-business services, nec • New York
ARTICLE I
Assignment and Assumption Agreement • December 9th, 1999 • Espeed Inc • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2024 • BGC Group, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This REGISTRATION RIGHTS AGREEMENT, dated June 10, 2024 (the “Agreement”), is entered into by and among BGC Group, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc., Cantor Fitzgerald & Co., PNC Capital Markets LLC, Regions Securities LLC, Wells Fargo Securities, LLC and Fifth Third Securities, Inc. as representatives (the “Representatives”) of the initial purchasers listed in Exhibit A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

SALES AGREEMENT
Sales Agreement • September 3rd, 2010 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

BGC PARTNERS, INC., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co” and, together with the Company, the “Parties”), as follows:

OF eSPEED, INC.
Warrant Agreement • August 14th, 2000 • Espeed Inc • Services-business services, nec • New York
BGC PARTNERS, INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 29, 2011 4.50% Convertible Senior Notes due 2016
Indenture • August 1st, 2011 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS INDENTURE, dated as of July 29, 2011, is between BGC Partners, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

TERM LOAN CREDIT AGREEMENT Dated as of September 8, 2017 among BGC PARTNERS, INC. as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA, CITIBANK, N.A. CAPITAL ONE,...
Term Loan Credit Agreement • September 8th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This TERM LOAN CREDIT AGREEMENT is entered into as of September 8, 2017 among BGC PARTNERS, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

OF eSPEED, INC.
Warrant Agreement • August 14th, 2000 • Espeed Inc • Services-business services, nec • New York
EXHIBIT 10.19 SOFTWARE AGREEMENT BY AND BETWEEN IDT HORIZON GT, INC. 11 BROADWAY, SUITE 332 NEW YORK, NY 10004
Software Agreement • March 15th, 2006 • Espeed Inc • Services-business services, nec • New York
CREDIT AGREEMENT DATED AS OF JUNE 23, 2011 AMONG BGC PARTNERS, INC. THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BANK OF MONTREAL, as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent...
Credit Agreement • June 28th, 2011 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Credit Agreement is entered into as of June 23, 2011, by and among BGC PARTNERS, INC. a Delaware corporation (the “Borrower”), certain direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

OF eSPEED, INC.
Warrant Agreement • March 15th, 2006 • Espeed Inc • Services-business services, nec • New York
EXHIBIT 10.26 AMENDED AND RESTATED JOINT SERVICES AGREEMENT
Joint Services Agreement • August 15th, 2003 • Espeed Inc • Services-business services, nec • New York
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REVOLVING CREDIT AGREEMENT Dated as of September 8, 2017 among BGC PARTNERS, INC. as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA, CITIBANK, N.A. CAPITAL ONE,...
Revolving Credit Agreement • September 8th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This REVOLVING CREDIT AGREEMENT is entered into as of September 8, 2017 among BGC PARTNERS, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

WARRANT AGREEMENT
Warrant Agreement • August 14th, 2001 • Espeed Inc • Services-business services, nec • New York
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • November 28th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of November 22, 2017, among BGC PARTNERS, INC., a Delaware corporation (“BGC”), NEWMARK GROUP, INC., a Delaware corporation (“SpinCo”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Term Loan Credit Agreement (defined herein).

WARRANT AGREEMENT
Warrant Agreement • November 14th, 2002 • Espeed Inc • Services-business services, nec • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK HOLDINGS, L.P. Amended and Restated as of December 13, 2017
Partnership Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Newmark Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among Newmark GP, LLC, a Delaware limited liability company (“Newmark GP, LLC”), as the general partner; Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), as a limited partner; Newmark Group, Inc. a Delaware corporation (“Newmark”), as a limited partner; the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”).

LETTER AGREEMENT NEWMARK GROUP, INC.
Change in Control Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the “Company”) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this “Agreement”), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC GLOBAL HOLDINGS, L.P. Amended and Restated as of December 13, 20171
Limited Partnership Agreement • December 19th, 2017 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this “Agreement”) of BGC Partners Global Holdings, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), dated as of December 13, 2017, is by and among BGC Global Holdings GP Limited, a Cayman Islands exempted limited company (“BGC Global Holdings GP Limited”), as general partner; BGC Holdings, L.P., a Delaware limited partnership (“Holdings”), as a limited partner, and BGC Global Limited, a limited company incorporated in England and Wales (“BGC Global Limited”), as a limited partner, and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

BGC PARTNERS, INC. UP TO $300,000,000 OF SHARES OF CLASS A COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • August 12th, 2022 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

BGC PARTNERS, INC., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with CANTOR FITZGERALD & CO. (“CF&Co” and, together with the Company, the “Parties”), as follows:

AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and solely for purposes of Sections 2.09, 6.10,...
Separation and Distribution Agreement • November 27th, 2018 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 23, 2018 (the “Execution Date”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited

TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015
Tender Offer Agreement • January 29th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”), is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of Parent (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). Parent, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1. This Agreement is being executed and delivered by Parent and Purchaser to GFI as of January 28, 2015 (the “Date of Delivery”) and shall be effective as of the date, if any (the “Effective Date”), on which GFI shall execute and deliver to Parent and Purchaser a signed counterpart in accordance with the offer letter delivered by Parent and Purchaser to GFI on January 28, 2015.

CREDIT AGREEMENT Dated as of February 25, 2016 among BGC PARTNERS, INC. as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, CAPITAL ONE NATIONAL ASSOCIATION, INDUSTRIAL AND COMMERCIAL...
Credit Agreement • February 29th, 2016 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This CREDIT AGREEMENT is entered into as of February 25, 2016 among BGC PARTNERS, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

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