Each of Messrs. Qi Ji, Xxx Xxx and Xxxx Xxxxxx Xxxxx is a citizen of the People's Republic of China, excluding Taiwan, Hong Kong SAR and Macau SAR, and no application is pending in any other jurisdiction by him or on his behalf for naturalization or citizenship thereof.
Each of Messrs. Grosxx xxx Jacoxxxx xxxll vote, or cause to be voted, all shares of GJE Common Stock held by each of them, of record and/or beneficially, as of the record date for the determination of GJE stockholders entitled to notice of and to vote at the GJE Stockholders' Meeting, for the approval of this Agreement, the Merger and all of the other transactions contemplated hereby.
Each of Messrs. 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. Xxxxx and Xxxxxxx shall have certified that the conditions set forth in clauses (1) through (7) above shall have been satisfied.
Each of Messrs. 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; (8) neither Xx. Xxxxx nor Xx. Xxxxxxx shall have taken any action that would constitute a breach of any of the conditions, obligations or covenants set forth in the MOU or in the letter agreement, dated as of August 24, 2015, by and among Xx. Xxxxx, Xx. Xxxxxxx, JPI, GFI, BGCP and Purchaser; (9) the termination by CME of the tail period under Article V of the Support Agreement shall be in full force and effect and no Proceeding challenging such termination shall be pending or threatened; and (10)
Each of Messrs. Xxxxx and Xxxxxxx shall have certified that the conditions set forth in clauses (1) through (9) above shall have been satisfied.”
Each of Messrs. White and Wxxx agrees, from and after the date hereof through and including the Expiration Date, to vote, or cause to be voted, all shares of the Company’s common stock owned by them, or over which they have voting control, from time to time, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held, and at every adjournment or postponement thereof, or pursuant to any written consent of the stockholders, that the Designated Directors shall be elected to the Board of Directors. Each of Messrs. White and Wxxx also agrees, from and after the date hereof through and including the Expiration Date, to vote, or cause to be voted, all shares of the Company’s common stock owned by such stockholder, or over which such stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that no Designated Director is removed from office as a member of the Board of Directors prior to the first anniversary of the Expiration Date. Each of Messrs. White and Wxxx agrees to execute any written consents required to perform his obligations under this Agreement.
Each of Messrs. White and Wxxx hereby appoints Wu and any designee of Wu, and each of them individually, from the date hereof until the Expiration Date (at which time this proxy shall automatically be revoked), his proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent with respect to the shares of the Company’s common stock beneficially owned by White or Wxxx, as applicable, with respect to the election and/or removal of the Company’s directors. Wu agrees to exercise such proxy and vote such shares of Messrs. White and Wxxx in accordance with the recommendations of management of the Company in any proxy statement or similar recommendation delivered or conveyed to the Company’s stockholders to the extent such recommendation is not otherwise inconsistent with this Section 2.4. This proxy and power of attorney is given to secure the performance of the duties of each of Messrs. White and Wxxx under this Agreement. Each of Messrs. White and Wxxx shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each of Messrs. White and Wxxx shall be irrevocable from and after the date hereof through and including the Expiration Date, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by each of Messrs. White and Wxxx with respect to the shares of the Company’s common stock owned by White or Wxxx, as applicable. The power of attorney granted by each of Messrs. White and Wxxx herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of such stockholder. The proxy and power of attorney granted hereunder shall terminate on the Expiration Date.
Each of Messrs. White and Wxxx represents to Wu that he owns the number of shares of common stock of the Company set forth opposite his name on Exhibit H hereto and agrees not to dispose of, assign, pledge, sell or otherwise transfer such shares of common stock prior to the Expiration Date.
Each of Messrs. M. E. Xxxxxxxx and Xxxxx XxXxxxxxxx shall have executed and delivered an agreement in substantially the form attached hereto as Exhibit "E" agreeing to refrain from exercising options to purchase the Xxxxxx Common Stock pending the satisfaction of certain conditions.
