Common use of Co-Investment Rights Clause in Contracts

Co-Investment Rights. (i) In the event of any issuance of Newmark Opco Units to any member of the Newmark Inc. Group pursuant to Section 6.11(a)(i) or Section 6.11(a)(iii) or to any member of the BGC Partners Inc. Group pursuant to Section 6.12(a) (the member of the Newmark Group or BGC Partners Inc. Group receiving such Newmark Opco Units, the “Receiving Party”), Cantor shall have the right (the “Purchase Right”) to cause any member of the Newmark Holdings Group (such Person designated by Cantor, the “Purchase Right Party”) to acquire and be issued, on the terms and subject to the conditions set forth in this Section 6.11(b), an aggregate number of additional Newmark Opco Units that would restore the Newmark Opco Percentage Interest that the Cantor Group indirectly holds through the Newmark Holdings Group to that which it held immediately prior to such issuance to the Receiving Party (assuming for purposes of this calculation that (A) the Purchase Right were exercised and the related sale were closed immediately after the related issuance of the applicable Newmark Opco Units to the Receiving Party and (B) the Purchase Right Party shall have been issued any Newmark Opco Units for which such Purchase Right Party shall be entitled to receive pursuant to any exercised, but not yet closed, outstanding Election; provided, however, that, if such other Election shall not close in accordance with this Section 6.11(b) prior to the closing of this Purchase Right, the calculation shall be re-calculated excluding such Election). 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)).