Each of Messrs Clause Samples
Each of Messrs. Qi Ji, ▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 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. ▇▇▇▇▇ 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; (8) neither ▇▇. ▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, 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. ▇▇▇▇▇ 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.
Each of Messrs. Bartholomew, Lytle, Ramsden, Rudebusch, and Senske shall have entered into an agreement with the Agent, substantially in the form of Exhibit B hereto.
Each of Messrs. Freeman, Gilbert, ▇▇▇▇ and Biosca shall have delivered his resignation to the Board of Directors of the Company and/or its Subsidiary, as applicable, effective as of the Closing.
Each of Messrs. White and W▇▇▇ 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 W▇▇▇, 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 W▇▇▇ 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 W▇▇▇ under this Agreement. Each of Messrs. White and W▇▇▇ 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 W▇▇▇ 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 W▇▇▇ with respect to the shares of the Company’s common stock owned by White or W▇▇▇, as applicable. The power of attorney granted by each of Messrs. White and W▇▇▇ 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 W▇▇▇ 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. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall have certified that the conditions set forth in clauses (1) through (9) above shall have been satisfied.”
Each of Messrs. M. E. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Common Stock pending the satisfaction of certain conditions.
Each of Messrs. P▇▇▇▇▇, N▇▇▇▇▇▇ and M▇▇▇▇▇▇▇▇▇ shall have executed a release agreement with respect to the payment of any benefits to them pursuant to their respective employment agreements.