![]() Xxxx (“Xxxx”) (ii) Xxxx’x wife (iii) any of Xxxx’x lineal descendants (iv) Xxxx’x guardian or other legal representative or Xxxx’x estate (v) any trust of which at least one of the trustees is Xxxx, or the principal beneficiaries of which are any one or more of the Persons in clauses (i) through (iv) above (vi) any Person which is controlled by any one or more of the Persons in clauses (i) through (v) above and (vii) any group (within the meaning of the Exchange Act and the rules of the Commission thereunder as in effect on the Issue Date) that includes one or more of the Persons described in clauses (i) through (vi) above, provided that such Persons described in clauses (i) through (vi) above control more than 50% of the voting power of such group. ![]() 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client ![]() SAP Group means SAP Parent and any of its Associated Companies.Ĭlient Group means Client, any corporate body of which Client is a subsidiary (as defined by s. JMP Securities LLC is a direct, wholly owned subsidiary of JMP Holding LLC, which is a direct, wholly owned subsidiary of JMP Group Inc., which is a direct, wholly owned subsidiary of JMP Investment Holdings LLC, which is a wholly owned subsidiary of JMP Group LLC.Ĭommon Stock issued and outstanding (including any such shares that are owned by JMP Group Inc.Ĭommon Stock they previously represented were converted in accordance with the Merger Agreement and (iii) each holder of JMP Group Inc. The Company entered into the Prior Advisory Agreement concurrent and in connection with its private placement of Series A Preferred Stock to JMP Group Inc.Ĭommon Stock (other than any such certificate that represents Dissenting Shares) shall be deemed for all purposes to represent the same number of Common Shares into which the JMP Group Inc. Pursuant to SEC filings as of March 16, 2011, HCS and JMP Group Inc. JMP Securities LLC is a wholly owned subsidiary of JMP Holding LLC, which is a wholly owned subsidiary of JMP Group Inc., which is a wholly owned subsidiary of JMP Investment Holdings LLC, which is a wholly owned subsidiary of JMP Group LLC. Xxxxx Title: Portfolio Manager Schedule I Investor No. ![]() Keefe Bruyette & Woods and JMP Securities LLC were financial advisers to JMP, and Mintz Levin Cohn Ferris Glovsky and Popeo PC acted as legal adviser.JMP Group Inc., a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”), subject to the Notice, this Restricted Stock Unit Agreement (the “Agreement”) and the terms and provisions of the JMP Group Inc. Sullivan & Cromwell LLP served as legal adviser to Citizens in connection with the transaction. Lehmann was also named CEO of the surviving company. Joseph Jolson also stepped down as chairman and CEO of the company.ĭon McCree, Ted Swimmer, Jim Childs, Greg Suchy, Gary Aswad, Mark Lehmann, Thomas Wright, Gavin Slader and Jonathan Dever were named directors of the surviving company. Mark Lunenburg, Staci Slaughter and Jonathan Orszag resigned from JMP's board. 16.Īt the effective time of the merger, Craig Johnson, Carter Mack, Glenn Tongue, Kenneth Karmin, H. Trading of JMP's common shares on the NYSE was suspended prior to the opening of trading Nov. In connection with the completion of the merger, JMP requested that the NYSE delist the company's common shares. Each JMP restricted stock unit, whether vested or unvested, was converted into a restricted stock unit award representing the right to receive a certain number of denominated shares of Citizens. Each outstanding option to purchase JMP common shares under JMP's equity investment plan, whether vested or unvested, was converted into an option to buy a certain number of Citizens' common shares. 15.Īt the effective time of the merger, each outstanding common share representing limited liability company interests of JMP was converted into the right to receive cash consideration of $7.50, or an aggregate amount of approximately $149 million in cash, according to a Form 8-K filed by JMP. Pursuant to the terms of the deal, Jolt Acquisition LLC, a unit of Citizens, merged with and into JMP, with JMP surviving as a wholly owned subsidiary of Citizens. completed its acquisition of San Francisco-based JMP Group LLC. Providence, R.I.-based Citizens Financial Group Inc.
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