Appears in 2 contracts

Sources: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)

Further Acquisitions. For a period of twenty-one (21) days commencing upon the earlier of (x) the one-year anniversary of this Agreement and (y) the termination of the Support Agreement (the “Election Period”), JPI shall have the right to require by written notice (the “Election”) to BGCP and the GFI Board to effect one or more mergers involving each of JPI (or its successor in interest) and GFI, on the one hand, and BGCP and/or its Affiliates, on the other hand (any such mergers, the “Back-End Mergers”). (a) In the Back-End Merger involving JPI (such merger, the “JPI Merger”), which shall be effected pursuant to the steps set forth in Exhibit J-1, (i) each share of outstanding common stock of JPI (or its successor in interest) (other than any dissenting shares) beneficially owned directly or indirectly by Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall be converted in the JPI Merger into a number of BGCP Shares equal to a fraction, (A) the numerator of which is the JPI Per Share Merger Consideration minus the JPI Per Share Damages Amount (if any), as applicable, and (B) the denominator of which is $9.46 (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement); and (ii) each other share of outstanding common stock of JPI (or its successor in interest) (other than any dissenting shares) shall be converted in the JPI Merger into (A) an amount of cash equal to the JPI Per Share Merger Consideration multiplied by 0.3 and (B) a number of BGCP Shares equal to a fraction, (I) the numerator of which is the JPI Per Share Merger Consideration multiplied by 0.7, and (II) the denominator of which is $9.46 (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement); and (b) in the Back-End Merger involving GFI (such merger, the “GFI Merger”), which shall be effected pursuant to the steps set forth in Exhibit J-2, each share of outstanding GFI common stock (other than dissenting shares and shares held by BGCP or Purchaser) shall be converted into the right to receive an amount in cash equal to the Offer Price (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement). As a result of the Back-End Mergers, all outstanding shares of GFI will be held, directly or indirectly, by BGCP. The issuance of the BGCP Shares in the Back-End Mergers shall be registered under the Securities Act, and the class of such BGCP Shares shall be registered under Securities Exchange Act. Cash shall be paid in lieu of any fractional BGCP Shares that would have otherwise been issued in the JPI Merger. In the event that JPI shall have during the Election Period irrevocably made the Election and irrevocably agreed to vote for and support ~~the~~the Back-End Mergers, then GFI and BGCP agree that they shall take such actions reasonably requested by BGCP to consummate such Back-End Mergers as soon as reasonably practicable thereafter; provided, however, that neither BGCP nor any of its Affiliates shall have any obligation under this Section 5.16 to pay the applicable merger consideration to ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇, as applicable, unless each of the following conditions shall have been satisfied with respect to each such Person (severally and not jointly): (1) neither ▇▇. ▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇ shall have taken any action that would constitute a breach of any of the conditions, obligations or covenants set forth in Annex A, assuming each of such conditions, obligations and covenants apply to each of them at all times as of and after the Offer Closing, (2) neither ▇▇. ▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇ shall have taken any action that would constitute a breach of any of the conditions, obligations or covenants set forth in Annex D, (3) neither ▇▇. ▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇ shall have taken any action that would constitute a breach of any of the conditions, obligations or covenants set forth in the Non-Compete Agreements set forth in Annex C; (4) in connection with the sale of the goodwill of GFI by ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ through the Back-End Mergers, each of ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ shall have entered into an agreement containing each of the conditions, obligations and covenants set forth in Annex B; (5) neither ▇▇. ▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇ shall have, at any time prior to the effective time of the Back-End Mergers, Transferred or agreed to Transfer any BGCP Shares; (6) at any election of directors after the date of this Agreement and prior to the consummation of the Back-End Mergers, all Shares held or owned directly or indirectly by JPI shall have been voted in a favor of each nominee for election to the GFI Board and all other proposals submitted to the GFI stockholders that the GFI Board recommends that GFI stockholders vote “FOR” to the extent such other votes are permitted under the Support Agreement; (7) each of Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall have irrevocably tendered their resignations from the GFI Board, effective upon the completion of the Back-End Mergers and the payment in full of the consideration to be paid to the equityholders of JPI pursuant to the Back-End Mergers; and (8) each of Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall have certified that the conditions set forth in clauses (1) through (7) above shall have been satisfied.

Appears in 1 contract

Sources: Tender Offer Agreement (GFI Group Inc.)

Common use of Further Acquisitions Clause in Contracts