Purchaser would be a controlling stockholder if the holders of at least a majority of the Shares accept the Offer and their Shares are purchased by Purchaser pursuant to the Offer. Except as required by law, BGC undertakes no obligation to release any revisions to any forward-looking statements. The Consent Solicitation will expire at p. None of GFI, CME, Merger Sub 1 or Merger Sub 2 will independently participate in any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings, investigation or other inquiry without giving the other parties prior notice of the meeting or conversation and, unless prohibited by any such governmental entity, the opportunity to attend or participate. Each party's obligation to consummate the JPI Merger is subject to the satisfaction or waiver, to the extent applicable, of the following conditions:. Giancarlo's employment with GFI terminated in June In the event that during the Tail Period, the financial condition of GFI results, or is reasonably likely to result, in a default under either or both of the indenture or the Credit Agreement, the obligations of the GFI Supporting Stockholders under the GFI Support Agreement will terminate, solely to the extent necessary to allow such stockholders to approve the sale of the equity of GFI or all or substantially all of the assets of GFI to a third party. Such holder must also pay to the exchange agent any required transfer or other similar taxes required as a result of such registration, or must establish to the exchange agent that such taxes have been paid or are not applicable.
The Consent Fee is expected to be paid on January 15. days, following completion of a properly completed Letter of Transmittal and.
January – GFI Group
Shareholders or their brokers can reach Broadridge at () The mailing address for the materials will be included in the Letter of Transmittal.
Successful Completion of its Consent Solicitation with Respect to its. GFI Group Inc.
AMENDED AND RESTATED COMMITMENT LETTER by GFI Group Inc.
Announces Successful Completion of its Consent Solicitation with. completed Letter of Transmittal and applicable certificates by Broadridge.
Uncertainty as to the likelihood of consummation of the Offer is of particular concern because if the CME Merger Agreement was terminated and the Offer was not consummated, it is possible that neither CME nor any other third party would be interested in acquiring GFI in which case the trading prices of the Shares on the NYSE could return to levels before the announcement of the CME Transaction or lower or, if interested, would be willing to pay consideration that is equivalent to or greater than the consideration GFI stockholders would receive in the CME Merger.
Golden Parachute Compensation. The effect of the foregoing is that GFI stockholders cannot be assured that Purchaser will consummate the Offer. At the Effective Time, any shares of GFI Common Stock owned by CME or GFI or any of their respective subsidiaries as treasury shares or otherwise will be cancelled and retired, and no consideration will be delivered in exchange therefor.
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This exclusion includes the one-time gain related to the Nasdaq transaction. Purchaser would be a controlling stockholder if the holders of at least a majority of the Shares accept the Offer and their Shares are purchased by Purchaser pursuant to the Offer.
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Sections of this Annual Report on Form K, including, but not limited to "Legal requires GFI Securities Limited to deposit collateral or provide a letter of credit On February 11,the Court, with the consent of the parties, moved the.
BGC Partners Completes Full Merger with GFI Group – GFI Group
AMENDED AND RESTATED COMMITMENT LETTER filed by GFI Group Inc. on to you and your obligations, (g) with your consent, (h) to prospective lenders.
Calculations of cash severance are based on the named executive officer's current base salary. Our failure at any time to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right.
The parties have agreed to various covenants and agreements, including, among others, an agreement to use their respective reasonable best efforts to resolve any objections asserted by any governmental entity with respect to the transactions contemplated by the JPI Merger Agreement under any antitrust laws, an agreement by JPI and New JPI to conduct their respective businesses in the ordinary course during the period prior to the closing of the JPI Merger and not to take certain actions during this period, an agreement by Messrs.
The mailing address for the materials will be included in the Letter of Transmittal. In total, approximately
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|We ask that BGC's interest in GFI and the existence and contents of this letter be kept confidential and not disclosed without our prior written consent.
The Consent Fee is expected to be paid on January 15, The consummation of the Offer is conditioned upon, among other things:. Interest in Securities of the Subject Company. Table of Contents 1. The text of the letter was as follows:. The Special Committee and the Board reserve the right to revise this recommendation in the event of changed circumstances, if any.