Separation Steps Plan Clause Samples
Separation Steps Plan. The Parties acknowledge and agree that the transactions contemplated by Sections 2.01 and 2.02 and the Separation shall be effected in accordance with the steps set forth on Schedule 2.05, as such schedule may be amended from time to time by BGC Partners (the “Separation Steps Plan”), it being understood that the current Separation Steps Plan contemplates the following to occur:
(a) Opco Partnership Division.
Separation Steps Plan. The Parties acknowledge and agree that the transactions contemplated by Sections 2.01 and 2.02 and the Separation shall be effected in accordance with the steps set forth on Schedule 2.05, as such schedule may be amended from time to time by BGC Partners (the “Separation Steps Plan”), it being understood that the current Separation Steps Plan contemplates the following to occur:
(a) Opco Partnership Division.
(i) BGC U.S. Opco shall (w) redeem a portion of the outstanding BGC U.S. Opco Limited Partnership Interests held by BGC Partners in exchange for certain Transferred Assets held by BGC U.S. Opco, and BGC Partners shall accept and assume from BGC U.S. Opco certain Transferred Liabilities in connection with such redemption; (x) issue additional BGC U.S. Opco Limited Partnership Interests to certain of its partners that are members of the BGC Partners Inc. Group and that are not participating in the exchange described in clause (w) above or in the distributions described in clause (y) below (with such additional BGC U.S. Opco Limited Partnership Interests having a number of BGC U.S. Opco Units so that the aggregate BGC U.S. Opco Units held by such members of the BGC Partners Inc. Group immediately after such issuance reflect the increased percentage interest of such members in BGC U.S. Opco resulting from such non-participation in the exchange described in clause (w) and the distribution described in clause (y)); (y) distribute all of the Transferred Assets held by BGC U.S. Opco and not described in clause (x) above to certain of its partners (other than certain members of the BGC Partners Inc. Group not participating in such distribution), which partners shall accept and assume from BGC U.S. Opco the remaining Transferred Liabilities in connection with such distribution; and (z) distribute all of the outstanding equity interests in the Newmark Opco General Partner to BGC Holdings (the transactions described in clauses (w), (x), (y) and (z) above, the “Opco Partnership Distribution”).
(ii) The partners of BGC U.S. Opco that received Transferred Assets in the Opco Partnership Distribution shall transfer such Transferred Assets (other than the Newmark Opco Limited Partnership Interests and equity interests in the Newmark Opco General Partner (which shall hold the Newmark Opco Special Voting Limited Partnership Interest)) to Newmark Opco in exchange for Newmark Opco Limited Partnership Interests, and Newmark Opco shall accept and assume the Transferred Liabi...