Common use of The Offer Documents Clause in Contracts

The Offer Documents. The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other applicable federal securities Laws. Each of Parent, Purchaser and GFI shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of GFI, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent and Purchaser shall promptly notify GFI upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide GFI with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of GFI, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Purchaser shall provide GFI and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Purchaser shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by GFI and its counsel. In the event that Parent or Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. GFI shall promptly furnish to Parent in writing all information concerning GFI that may be required by applicable federal securities Laws for inclusion in the Offer Documents.

The Offer Documents. The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other applicable federal securities Laws. Each of ParentBGCP, Purchaser and GFI shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent BGCP and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of GFI, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent BGCP and Purchaser shall promptly notify GFI upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide GFI with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of GFI, or responding to any comments of the SEC with respect to the Offer Documents, Parent BGCP and Purchaser shall provide GFI and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent BGCP and Purchaser shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by GFI and its counsel. In the event that Parent BGCP or Purchaser receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. GFI shall promptly furnish to Parent BGCP in writing all information concerning GFI that may be required by applicable federal securities Laws for inclusion in the Offer Documents.

The Offer Documents. The Offer Documents On the date of commencement of the Offer, Parent and, to the extent required by Law, its affiliates shall comply in all material respects file with the applicable provisions of SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and other a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and shall cause the Offer Documents to be disseminated to holders of Public Shares as and to the extent required by the applicable federal securities laws, including for the avoidance of doubt the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing of the Offer Documents with the SEC, Parent shall deliver copies of the proposed form of the Offer Documents to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment by the Company and the Special Committee, and their respective counsel. Each of Parent, Purchaser Parent and GFI shall the Company agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information supplied provided by it for inclusion or incorporation by reference use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of respect or as otherwise required by the Securities Laws. Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the stockholders holders of GFIPublic Shares, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities the Securities Laws. Parent The Company and Purchaser shall promptly notify GFI upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer DocumentsSpecial Committee, and their respective counsel, shall promptly provide GFI with copies of all correspondence be given reasonable opportunity under the circumstances to review and summaries of all material oral communications between them and their Representatives, comment on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment amendments or supplement supplements thereto) before they are filed with the SEC or dissemination thereof disseminated to the stockholders of GFI, or responding to any comments of the SEC with respect to the Offer Documents, Company. Parent and Purchaser shall provide GFI the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or responsethe Special Committee, and Parent their respective counsel, with copies of any written comments, and Purchaser shall give reasonable and good faith consideration to all additionsinform them of any oral comments, deletions or changes suggested thereto by GFI and its counsel. In the event that Parent or Purchaser its counsel receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its reasonable best efforts to (i) respond Documents promptly to after the receipt of such comments and (ii) take all other actions necessary shall give the Company and the Special Committee, and their respective counsel, a reasonable opportunity under the circumstances to resolve review and comment on any written or oral responses to such comments. The Company hereby consents to the issues raised therein. GFI shall promptly furnish to Parent in writing all information concerning GFI that may be required by applicable federal securities Laws for inclusion in the Offer DocumentsDocuments of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.