Examples of GFI Board in a sentence
There are no undertakings, commitments, agreements, obligations or understandings, whether written or oral, between Parent or any of its Affiliates, on the one hand, and any beneficial owner of more than five percent (5%) of the outstanding Shares (other than any member of GFI’s management or the GFI Board pursuant to Section 1.4(a)) on the other hand, relating in any way to GFI, the Transactions or to the operations of GFI after the Offer Closing Date.
Subject to compliance with Section 1.4(b) and applicable Law, at least five Business Days prior to the Offer Closing, GFI shall provide Parent with written evidence reasonably satisfactory to Parent that each action to be taken by the GFI Board to satisfy the Board Condition pursuant to the prior sentence: (A) has been taken by the GFI Board, (B) shall be effective at the time required pursuant to the prior sentence and (C) is irrevocable except solely to the extent the Offer Closing does not occur.
Subject to compliance with Section 1.4(b) and applicable Law, at least three Business Days prior to the Offer Closing, GFI shall provide BGCP with written evidence reasonably satisfactory to BGCP that each action to be taken by the GFI Board to satisfy the Board Condition pursuant to the prior sentence: (A) has been taken by the GFI Board, (B) shall be effective at the time required pursuant to the prior sentence and (C) is irrevocable except solely to the extent the Offer Closing does not occur.
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”).
Subject to compliance with applicable Law, GFI shall, prior to the Offer Closing with effect upon the Offer Closing and appointment of such individuals as directors, cause individuals designated by BGCP to constitute (x) the number of members, rounded up to the next whole number, that represents two-thirds of each committee of the GFI Board and (y) all of the members of each board of directors (or similar body) of each Subsidiary of GFI (and each committee (or similar body) thereof) at the Offer Closing.
Xxxxx and Xxxxxxx 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.
GFI has delivered or made available to BGCP true, correct and complete copies of the minutes of, and resolutions approved and adopted at, all meetings of the GFI Board held since January 1, 2011 through the date of this Agreement other than minutes related to the Transactions or the CME Merger Agreement and the transactions contemplated thereby or that have not been reviewed and approved by the GFI Board as of the date of this Agreement.
BGC also expressed its confidence that it could offer a price per share substantially in excess of GFI’s current trading price, in cash, stock or some combination thereof and that expressed its desire to discuss a possible acquisition of GFI with both management and the GFI Board.
If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”).
If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of, a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”).