Examples of Newmark Opco in a sentence
In the event that non-cash consideration is used to make such purchases, the value of the aggregate non-cash consideration shall be determined in good faith by the general partner of Newmark Opco taking into account, if relevant, the acquisition cost thereof.
In the event that non-cash consideration is used to make such purchases, the value of the aggregate non-cash consideration shall be determined in good faith by the general partner of BGC U.S. Opco, the general partner of BGC Global Opco and the general partner of Newmark Opco, as the case may be, taking into account, if relevant, the acquisition cost thereof.
Group exercising such right shall also purchase a number of Newmark Opco Units equal to (A) the number of BGC U.S. Opco Units that it purchased pursuant to the prior sentence multiplied by (B) the Distribution Ratio as of immediately prior to such purchase, divided by (C) the Exchange Ratio, for a price per Newmark Opco Unit equal to the Newmark Per Unit Price.
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.
The amount of the net proceeds or other property that shall be contributed by BGC Partners to Newmark Opco pursuant to the foregoing shall be equal to the Newmark Per Unit Price multiplied by the number of Newmark Opco Units issued to BGC Partners (it being understood that the BGC Partners Board shall have the right to make any equitable adjustment to the amount contributed to Newmark Opco, on the one hand, and the BGC Opcos, on the other hand, if any event shall occur that shall warrant such adjustment).
Unless otherwise agreed by the holder of a majority of the Newmark Holdings Exchangeable Limited Partnership Interests, in the event that there shall be any positive Reinvestment Cash in any fiscal quarter, Newmark shall contribute such Reinvestment Cash as a capital contribution with respect to its then-existing Limited Partnership Interest in Newmark Opco.
In any exercise of a Purchase Right, the Purchase Right Party may elect to acquire less than the aggregate number of additional Newmark Opco Units that such Purchase Right Party shall be entitled to purchase pursuant to such Purchase Right (in which case, the Purchase Right with respect to the unexercised portion of the additional Newmark Opco Units shall survive and continue in effect on the terms contemplated by this Section 6.11(b)).
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.
Concurrently with the actions described above in Sections 2.05(a) and 2.05(b), the applicable members of the BGC Group and the applicable members of the Newmark Group shall amend and restate the partnership agreements of BGC Holdings, Newmark Holdings and Newmark Opco in substantially the forms attached hereto as Exhibit J, Exhibit B and Exhibit C, respectively.
After the Closing, Newmark Holdings may elect to have a member of the Newmark Holdings Group purchase from Newmark Opco a number of Newmark Opco Units for a price equal to the Newmark Per Unit Price for each Newmark Opco Unit.