Common use of Failure to Recommend or Change in Recommendation Clause in Contracts

Failure to Recommend or Change in Recommendation. The Board of Directors of GFI or the Special Committee shall (1) fail to include the GFI Recommendation in Schedule 14D-9, (2) effect a Change in Recommendation, (3) following the public disclosure or announcement of a Takeover Proposal, fail to publicly reaffirm the GFI Recommendation within five Business Days after Parent so requests in writing or (4) in the case of a Takeover Proposal made by way of a tender offer or exchange offer, fail to recommend that GFI’s stockholders reject such tender offer or exchange offer within the ten Business Day period specified in Section 14e-2(a) under the Exchange Act; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(iii) from and after the Expiration Date; or

Failure to Recommend or Change in Recommendation. The GFI Board of Directors of GFI or the Special Committee shall (1A) fail to include the GFI Recommendation in Schedule 14D-9, (2B) effect a Change in Recommendation, (3C) following the public disclosure or announcement of a Takeover Proposal, fail to publicly reaffirm the GFI Recommendation within five three Business Days after Parent BGCP so requests in writing or (4D) in the case of a Takeover Proposal made by way of a tender offer or exchange offer, fail to recommend that GFI’s stockholders reject such tender offer or exchange offer within the ten Business Day period specified in Section 14e-2(a) under the Exchange Act; provided, however, that Parent BGCP shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(iii) from and after the Expiration Date; or.

Failure to Recommend or Change in Recommendation. The Board of Directors of GFI or the Special Committee shall (1) fail to include the GFI Recommendation in Schedule 14D-9the Proxy Statement/Prospectus, (2) effect a Change in Recommendation, (3) following the public disclosure or announcement of a Takeover Proposal, fail to publicly reaffirm the GFI Recommendation within five Business Days after Parent CME so requests in writing or (4) in the case of a Takeover Proposal made by way of a tender offer or exchange offer, fail to recommend that GFI’s stockholders reject such tender offer or exchange offer within the ten Business Day period specified in Section 14e-2(a) under the Exchange Act; provided, however, that Parent CME shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(iii8.1(c)(iii) from and after receipt of the Expiration Date; orGFI Stockholder Approval.