Common use of Assumption of IDB RSUs Clause in Contracts

Assumption of IDB RSUs. Not later than five Business Days prior to the Closing Date, GFI shall take all actions necessary: (A) to provide that each GFI Stock Option (if any) outstanding immediately before the Effective Time (an “IDB Option”) shall be canceled as of the Effective Time for no consideration; (B) to provide that each GFI RSU outstanding immediately before the Effective Time and then held by any Person other than a Continuing Employee or a non-employee director of GFI (an “IDB RSU”) shall be converted into an obligation of IDB Buyer in accordance with the procedures set forth in Section 6.6(e) of the GFI Disclosure Letter, and IDB Buyer shall be solely responsible for the withholding, payment and reporting of any Tax arising with respect to the IDB Options and IDB RSUs, including Tax arising upon or as a result of any conversion or cancellation or any other taxable event with respect to the IDB RSUs and IDB Options whether before, at or after the Effective Time, including at any time after the cancellation of the IDB Options or conversion of the IDB RSUs; (C) to provide that neither CME nor any Affiliate of CME shall have any liability in respect of any IDB Option or IDB RSU, and neither CME nor any Affiliate of CME shall have any obligation to make any reports or notifications to any relevant Taxing Authority or other Governmental Entity in relation to the IDB Options or IDB RSUs; and (D) to obtain, subject to Section 6.6(e)(iii), the Consent (as defined below) of each holder of an IDB RSU to the cancellation or conversion of their IDB RSUs and a release of any claims arising in connection with such IDB RSU in favor of CME and its Affiliates in a form and at a time reasonably acceptable to GFI.

Assumption of IDB RSUs. Not later than five Business Days prior to the Closing Date, GFI shall take all actions necessary: (A) to provide that each GFI Stock Option (if any) outstanding immediately before the Effective Time (an “"IDB Option”") shall be canceled as of the Effective Time for no consideration; (B) to provide that each GFI RSU outstanding immediately before the Effective Time and then held by any Person other than a Continuing Employee or a non-employee director of GFI (an “"IDB RSU”") shall be converted into an obligation of IDB Buyer in accordance with the procedures set forth in Section 6.6(e) of the GFI Disclosure Letter, and IDB Buyer shall be solely responsible for the withholding, payment and reporting of any Tax arising with respect to the IDB Options and IDB RSUs, including Tax arising upon or as a result of any conversion or cancellation or any other taxable event with respect to the IDB RSUs and IDB Options whether before, at or after the Effective Time, including at any time after the cancellation of the IDB Options or conversion of the IDB RSUs; (C) to provide that neither CME nor any Affiliate of CME shall have any liability in respect of any IDB Option or IDB RSU, and neither CME nor any Affiliate of CME shall have any obligation to make any reports or notifications to any relevant Taxing Authority or other Governmental Entity in relation to the IDB Options or IDB RSUs; and (D) to obtain, subject to Section 6.6(e)(iii), the Consent (as defined below) of each holder of an IDB RSU to the cancellation or conversion of their IDB RSUs and a release of any claims arising in connection with such IDB RSU in favor of CME and its Affiliates in a form and at a time reasonably acceptable to GFI.

Assumption of IDB RSUs. Not later than five Business Days prior to the Closing DateClosing, GFI IDB Buyer shall take all actions necessary: (Ai) to provide that each GFI Stock Option (if any) outstanding immediately before the Effective Time effective time of the GFI Mergers (an “IDB Option”) shall be canceled as of the Effective Time such effective time for no consideration; (Bii) to provide that each GFI RSU outstanding immediately before the Effective Time effective time of the GFI Mergers and then held by any Person other than a Continuing Employee or a non-employee director of GFI (an “IDB RSU”) shall be converted into an obligation of IDB Buyer in accordance with the procedures set forth in Section 6.6(e) of the GFI Disclosure LetterMerger Agreement, and IDB Buyer shall be solely responsible for the withholding, payment and reporting of any Tax arising with respect to the IDB Options and or IDB RSUs, including Tax arising upon or as a result of any conversion or cancellation or any other taxable event with respect to the IDB RSUs and Options or IDB Options RSUs, whether before, at or after the Effective Timeeffective time of the GFI Mergers, including at any time after the cancellation of the IDB Options or conversion of the IDB RSUs; (Ciii) to provide that neither CME Seller nor any Affiliate of CME Seller shall have any liability in respect of any IDB Option or IDB RSU, and neither CME Seller nor any Affiliate of CME Seller shall have any obligation to make any reports or notifications to any relevant Taxing Authority or other Governmental Entity in relation to the IDB Options or IDB RSUs; and (Div) to obtain, subject to Section 6.6(e)(iii5.9(c), the Consent (as defined below) of each holder of an IDB RSU to the cancellation or conversion of their IDB RSUs and a release of any claims arising in connection with such IDB RSU in favor of CME Seller and its Affiliates in a form and at a time reasonably acceptable to GFISeller.

Assumption of IDB RSUs. Not later than five Business Days prior to the Closing DateClosing, GFI IDB Buyer shall take all actions necessary: (Ai) to provide that each GFI Stock Option (if any) outstanding immediately before the Effective Time effective time of the GFI Mergers (an “"IDB Option”") shall be canceled as of the Effective Time such effective time for no consideration; (Bii) to provide that each GFI RSU outstanding immediately before the Effective Time effective time of the GFI Mergers and then held by any Person other than a Continuing Employee or a non-employee director of GFI (an “"IDB RSU”") shall be converted into an obligation of IDB Buyer in accordance with the procedures set forth in Section 6.6(e) of the GFI Disclosure LetterMerger Agreement, and IDB Buyer shall be solely responsible for the withholding, payment and reporting of any Tax arising with respect to the IDB Options and or IDB RSUs, including Tax arising upon or as a result of any conversion or cancellation or any other taxable event with respect to the IDB RSUs and Options or IDB Options RSUs, whether before, at or after the Effective Timeeffective time of the GFI Mergers, including at any time after the cancellation of the IDB Options or conversion of the IDB RSUs; (Ciii) to provide that neither CME Seller nor any Affiliate of CME Seller shall have any liability in respect of any IDB Option or IDB RSU, and neither CME Seller nor any Affiliate of CME Seller shall have any obligation to make any reports or notifications to any relevant Taxing Authority or other Governmental Entity in relation to the IDB Options or IDB RSUs; and (Div) to obtain, subject to Section 6.6(e)(iii5.9(c), the Consent (as defined below) of each holder of an IDB RSU to the cancellation or conversion of their IDB RSUs and a release of any claims arising in connection with such IDB RSU in favor of CME Seller and its Affiliates in a form and at a time reasonably acceptable to GFI.Seller. (b)