Termination of the Offer. If this Agreement is terminated pursuant to Section 7.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Purchaser upon the prior written consent of GFI, or this Agreement is terminated in accordance with Section 7.1, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof in accordance with the terms of the Offer and applicable Law. The parties hereto acknowledge and agree that the Offer may not be terminated without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1. No termination of the Offer shall give rise to a right of termination of this Agreement except to the extent expressly provided for in Section 7.1, and, absent any such termination of this Agreement, the obligations of the parties hereunder other than those related to the Offer shall continue to remain in effect.
Appears in 5 contracts
Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)
Termination of the Offer. If this Agreement is terminated pursuant to Section 7.1, Purchaser shall, and Parent BGCP shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Purchaser upon the prior written consent of GFI, or this Agreement is terminated in accordance with Section 7.1, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof in accordance with the terms of the Offer and applicable Law. The parties hereto acknowledge and agree that the Offer may not be terminated without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1. No termination of the Offer shall give rise to a right of termination of this Agreement except to the extent expressly provided for in Section 7.1, and, absent any such termination of this Agreement, the obligations of the parties hereunder other than those related to the Offer shall continue to remain in effect.
Appears in 3 contracts
Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (GFI Group Inc.), Tender Offer Agreement (BGC Partners, Inc.)
Termination of the Offer. If The termination of the Offer pursuant to Section 1.1(c) or Section 1.1(f) is referred to in this Agreement as the “Offer Termination”. Notwithstanding anything to the contrary in Section 1.1, if this Agreement is terminated pursuant to Section 7.1, then Purchaser shall, and Parent shall cause Purchaser to, promptly (and and, in any event event, within 24 hours following one (1) Business Day after such termination) ), irrevocably and unconditionally terminate the Offer and not acquire any Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Purchaser upon the prior written consent of GFIPurchaser, or this Agreement is terminated in accordance with Section 7.1, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof in accordance with the terms of the Offer and applicable Law. The parties hereto acknowledge and agree that the Offer may Termination shall not be terminated without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1. No termination of the Offer shall give rise to a right of termination of this Agreement except to the extent expressly provided for in Section 7.1, and7.1 and that, absent any such termination of this Agreement, the obligations of the parties hereunder other than those related to the Offer shall continue to remain in effect, including those obligations with respect to the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)