WHEREAS, BGC Partners, BGC Holdings, BGC Partners, L.P., a Delaware limited partnership ( BGC U.S. 6, §17-101, et seq., as amended from time to time (the Act), pursuant to anĪgreement of Limited Partnership, dated as of September 27, 2017, by and among Newmark GP, LLC, as the general partner, and BGC Holdings, as the sole limited partner (the Original Limited Partnership Agreement) Partnership was formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, Del. Partners, Inc., a Delaware corporation ( BGC Partners), and BGC Holdings, L.P., a Delaware limited partnership ( BGC Holdings). ( 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
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. This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexesĪnd 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 Limitation on Challenge Period and Exclusive Remedies Available to Partners with Respect to any
#Tableflip holding l trial#
Jurisdiction and Forum Waiver of Jury Trial Provisions Relating to Issuances of Shares of Newmark Common Stock and DistributionsĪpplication of Proceeds from Sale of Shares of Newmark Common Stock by a Founding/WorkingĮxercise of Discretion with Respect to Legacy Units Held by Employees of BGC Holdings, the BGC Redemption of Opco Units Following a Redemption of Founding/Working Partner Interests or REU Purchase Price for Redemption Other Redemption Provisions Redemption of a Founding/Working Partner Interest Transfers of Founding Partner Interests, Working Partner Interests and REU Interests No Fractional Shares of Newmark Common StockĬompliance with Applicable Laws in the ExchangeĬertain Arrangements Regarding Extraordinary ItemsįOUNDING PARTNERS, WORKING PARTNERS AND REU PARTNERS Transfer of Units and Capital with the Transfer of an InterestĮffect of Transfer Not in Compliance with this Article
#Tableflip holding l code#
Uniform Commercial Code Treatment of Unitsĭistributions in Respect of Partnership Interests Liability to Third Parties Capital Account Deficits PARTNERS CLASSES OF PARTNERSHIP INTERESTS Role and Voting Rights of Limited Partners Authority of Partners PERMITTED BY THIS AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME.Īmended and Restated as of December 13, 2017
#Tableflip holding l registration#
STATEMENT UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE REGISTRATIONS AND QUALIFICATIONS ARE IN EFFECT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS AND (B) IF OF ANY STATE OR FOREIGN JURISDICTION, AND SUCH PARTNERSHIP INTERESTS MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, EXCEPT (A) EITHER (1) WHILE A REGISTRATION SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS INTERESTS (INCLUDING ASSOCIATED UNITS AND CAPITAL) DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S.
0 kommentar(er)
