Common use of Composition of GFI Board and Committees Clause in Contracts

Composition of GFI Board and Committees. Subject to compliance with Section 1.4(b) and applicable Law, upon the Offer Closing, Parent, in accordance with applicable Law, shall be entitled to designate the number of directors, rounded up to the next whole number, constituting two-thirds of the GFI Board, as follows: (i) GFI agrees that, prior to the Offer Closing with effect upon the Offer Closing, the GFI Board will increase the size of the GFI Board so that the total number of GFI directorships as of the Offering Closing shall consist of nine positions, consisting of the existing five directors and four vacancies; (ii) prior to the Offer Closing with effect immediately after the size of the GFI Board is increased to nine positions and after the Offer Closing, the GFI Board shall appoint four of Parent’s designees, as determined by Parent, to fill such four directorships; and (iii) prior to the Offering Closing with effect immediately after the appointment described in clause (ii), at least two existing directors of GFI shall resign and, immediately following the effective time of such resignations the GFI Board shall appoint the two additional Parent designees to the GFI Board, as determined by Parent, so that Parent’s designees to the GFI Board consist of no less than two-thirds of the directors on the GFI Board (together, the “Board Condition”). Subject to compliance with Section 1.4(b) and applicable Law, at least five Business Days prior to the Offer Closing, GFI shall provide Parent with written evidence reasonably satisfactory to Parent that each action to be taken by the GFI Board to satisfy the Board Condition pursuant to the prior sentence: (A) has been taken by the GFI Board, (B) shall be effective at the time required pursuant to the prior sentence and (C) is irrevocable except solely to the extent the Offer Closing does not occur. Subject to compliance with applicable Law, GFI shall, prior to the Offer Closing with effect upon the Offer Closing after the time that Parent’s designees constitute no less than two-thirds of the directors of the GFI Board, to cause individuals designated by Parent to constitute (x) the number of members, rounded up to the next whole number, that represents two-thirds of each committee of GFI Board and (y) all of the members of each board of directors (or similar body) of each Subsidiary of GFI (and each committee (or similar body) thereof) at the Offer Closing.

Composition of GFI Board and Committees. Subject to compliance with Section 1.4(b) and applicable Law, upon the Offer Closing, ParentBGCP, in accordance with applicable Law, shall be entitled to designate six out of the number of directors, rounded up to the next whole number, constituting two-thirds eight directors of the GFI Board, Board as follows: (i) GFI agrees that, prior to the Offer Closing with effect upon the Offer Closing, the GFI Board will increase the size of the GFI Board so that the total number of GFI directorships as of the Offering Offer Closing shall consist of nine eight positions, consisting of the existing five directors and four three vacancies; (ii) prior to the Offer Closing with effect immediately after the size of the GFI Board is increased to nine eight positions and after the Offer Closing, the GFI Board shall appoint four three of ParentBGCP’s designees, as determined by ParentBGCP, to fill such four three vacant directorships; and (iii) prior to the Offering Closing with effect immediately after the appointment described in clause (ii), at least two existing three independent directors of GFI that are not BGCP’s designees shall resign and, immediately following the effective time of such resignations the GFI Board shall appoint the two three additional Parent BGCP designees to the GFI Board, as determined by ParentBGCP, so that ParentBGCP’s designees to the GFI Board consist of no less than two-thirds six out of eight of the directors on the GFI Board (together, the “Board Condition”). Subject to compliance with Section 1.4(b) and applicable Law, at least five three Business Days prior to the Offer Closing, GFI shall provide Parent BGCP with written evidence reasonably satisfactory to Parent BGCP that each action to be taken by the GFI Board to satisfy the Board Condition pursuant to the prior sentence: (A) has been taken by the GFI Board, (B) shall be effective at the time required pursuant to the prior sentence and (C) is irrevocable except solely to the extent the Offer Closing does not occur. Subject to compliance with applicable Law, GFI shall, prior to the Offer Closing with effect upon the Offer Closing after the time that Parent’s designees constitute no less than two-thirds and appointment of the directors of the GFI Boardsuch individuals as directors, to cause individuals designated by Parent BGCP to constitute (x) the number of members, rounded up to the next whole number, that represents two-thirds of each committee of the GFI Board and (y) all of the members of each board of directors (or similar body) of each Subsidiary of GFI (and each committee (or similar body) thereof) at the Offer Closing.