CME Merger Agreement. The Special Committee has determined that the terms of the Offer and this Agreement constitute a “Superior Proposal” (as defined in the CME Merger Agreement). The CME Merger Agreement was terminated in accordance with its terms other than a termination pursuant to Section 8.1(c)(i) thereof, and, at the time of such termination, CME did not have the right to terminate the CME Merger Agreement pursuant to Section 8.1(c)(i) of the CME Merger Agreement. Other than the payment of any CME Fee, if applicable, in accordance with the terms of the CME Merger Agreement, GFI and the GFI Subsidiaries have no further obligations or liability under the CME Merger Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries.
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Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)