Common use of GFI Recommendation Clause in Contracts

GFI Recommendation. The Board of Directors of GFI (upon the recommendation of the Special Committee) shall, subject to Section 5.4(c), recommend in the Schedule 14D-9 that GFI’s stockholders accept the Offer and tender their Shares pursuant to the Offer to the effect as set forth in Section 2.4(b) (the “GFI Recommendation”), and neither the Board of Directors of GFI nor any committee thereof (including the Special Committee), shall (i) withdraw, modify or qualify in a manner adverse to Parent or the Purchaser, or propose publicly to withdraw, modify or qualify in a manner adverse to Parent or the Purchaser, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the Offer inconsistent with such GFI Recommendation or (iii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal (any of the actions described in clauses (i), (ii) or (iii) above, a “Change in Recommendation”) (it being understood that a “stop, look and listen” communication by the Board of Directors of GFI to the holders of GFI Common Stock pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not constitute a Change in Recommendation); provided that the Board of Directors of GFI (upon the recommendation of the Special Committee) may make a Change in Recommendation pursuant to Section 5.4(c) (Alternative Proposals).

GFI Recommendation. The GFI Board of Directors of GFI (upon the recommendation of the Special Committee) shall, subject to Section 5.4(c5.4(d), recommend provide its recommendation in the Schedule 14D-9 that GFI’s stockholders accept the Offer and tender their Shares pursuant to the Offer to the effect as set forth in Section 2.4(b) (the “GFI Recommendation”), and neither the GFI Board of Directors of GFI nor any committee thereof (including the Special Committee), shall (i) withdraw, modify or qualify in a manner adverse to Parent BGCP or the Purchaser, or propose publicly to withdraw, modify or qualify in a manner adverse to Parent BGCP or the Purchaser, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the Offer inconsistent with such GFI Recommendation or (iii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal (any of the actions described in clauses (i), (ii) or (iii) above, a “Change in Recommendation”) (it being understood that a “stop, look and listen” communication by the GFI Board of Directors of GFI to the holders of GFI Common Stock pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not constitute a Change in Recommendation); provided that the GFI Board of Directors of GFI (upon the recommendation of the Special Committee) may make a Change in Recommendation pursuant to Section 5.4(c5.4(d) (Alternative Proposals). Notwithstanding any Change in Recommendation, nothing contained herein shall be deemed to require BGCP or Purchaser to terminate or withdraw the Offer unless and until this Agreement is terminated pursuant to Section 7.1 (Termination).