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. Freeman, Gilbert, Xxxx 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. Pxxxxx, Nxxxxxx and Mxxxxxxxxx shall have executed a release agreement with respect to the payment of any benefits to them pursuant to their respective employment agreements.
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. 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. 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.
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. 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 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.