Common use of No Violations; Consents and Approvals Clause in Contracts

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI Subsidiaries of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI or any GFI Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary is a party or by which GFI or any GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI Subsidiaries of the Transactions, except for: (i) compliance by GFI with any applicable requirements under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) of the GFI Disclosure Letter; (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary is a party or by which GFI or any GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “"Foreign Competition Laws”") set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iv) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (v) the filings with the SEC U.S. Securities and Exchange Commission (the "SEC") of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivvi) any registration, filing or notification required pursuant to state securities or “"blue sky” " laws and (vvii) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of IDB Buyer, JPI and New JPI does not, and the consummation by GFI each of IDB Buyer, JPI, New JPI, the IDB Subsidiaries and the GFI Seller Retained Subsidiaries of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI SubsidiarySeller Retained Subsidiaries; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary is a party or by which GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary or (v) cause the suspension or revocation of any GFI IDB Permit (assuming compliance with or any material permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of IDB Buyer’s, JPI’s, New JPI’s and Approvals))the Seller Retained Subsidiaries’ respective businesses or ownership of their respective assets and properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Subsidiary Seller Retained Subsidiaries in connection with the execution or delivery of this Agreement by GFI IDB Buyer, Seller, JPI and New JPI or the consummation by GFI and IDB Buyer, JPI, New JPI, the GFI IDB Subsidiaries or the Seller Retained Subsidiaries of the Transactions, except for: for (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.4(b)(ii) of the GFI IDB Buyer Disclosure Letter; , and (iiiii) the Regulatory Approvals and Notices as set forth in Section 2.6(b)(ii3.4(b)(iii) of the GFI IDB Buyer Disclosure Letter; (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of JPI and New JPI does not, and the consummation by GFI each of JPI and the GFI Subsidiaries New JPI of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI JPI or any GFI SubsidiaryNew JPI; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.5(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI JPI or any GFI Subsidiary New JPI, as applicable, is a party or by which GFI JPI or any GFI Subsidiary New JPI or any of their respective assets or properties properties, in each case as applicable, may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted LiensLiens solely in the case of JPI) upon any properties or assets of GFI JPI or any GFI Subsidiary New JPI or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of JPI's or New JPI's businesses or ownership of their respective assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI JPI or any GFI Subsidiary New JPI in connection with the execution or delivery of this Agreement by GFI each of JPI and New JPI or the consummation by GFI JPI and the GFI Subsidiaries New JPI of the Transactions, except for: (i) compliance by GFI New JPI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “"Foreign Competition Laws”") set forth in Section 2.6(b)(i3.5(b) of the GFI New JPI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act pursuant to Section 8.11 and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.or

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI T&F Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI T&F Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any Subsidiary of GFI Subsidiary is a party or by which GFI or any Subsidiary of GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI T&F Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v)) , as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI T&F Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI T&F Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “"Foreign Competition Laws”") set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iv) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (v) the filings with the SEC U.S. Securities and Exchange Commission (the "SEC") of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivvi) any registration, filing or notification required pursuant to state securities or “"blue sky” " laws and (vvii) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse EffectEffect .

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 does not, not and the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions will not: (i) conflict with any provisions of the CME, Merger Sub 1 or Merger Sub 2 Constituent Documents of GFI or any GFI SubsidiaryDocuments; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b5.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 is a party or by which GFI or any GFI Subsidiary CME, Merger Sub 1, Merger Sub 2 or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI CME or any CME Subsidiary (other than Permitted Liens (as defined in the GFI Subsidiary Merger Agreement)) or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of CME’s businesses or ownership of its assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a CME Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 in connection with the execution or delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 or the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions, except for: (i) compliance by GFI CME with any applicable requirements under any foreign antitrust merger control Laws (the “HSR Act and the Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act pursuant to Section 8.11 and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvi) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a CME Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 does not, and the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions will not: (i) conflict with any provisions of the CME, Merger Sub 1 or Merger Sub 2 Constituent Documents of GFI or any GFI SubsidiaryDocuments; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b4.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 is a party or by which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI CME or any GFI CME Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of CME's businesses or ownership of its assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a CME Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 in connection with the execution or delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 or the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions, except for: (i) compliance by GFI CME with any applicable requirements under any foreign antitrust merger control Laws (the “HSR Act and the Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivv) any registration, filing or notification required pursuant to state securities or “"blue sky” " laws and (vvi) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a CME Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of IDB Buyer, JPI and New JPI does not, and the consummation by GFI each of IDB Buyer, JPI, New JPI, the IDB Subsidiaries and the GFI Seller Retained Subsidiaries of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI SubsidiarySeller Retained Subsidiaries; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary is a party or by which GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Seller Retained Subsidiary or (v) cause the suspension or revocation of any GFI IDB Permit (assuming compliance with or any material permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of IDB Buyer's, JPI's, New JPI's and Approvals))the Seller Retained Subsidiaries' respective businesses or ownership of their respective assets and properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI IDB Buyer, JPI, New JPI, any IDB Subsidiary or any GFI Subsidiary Seller Retained Subsidiaries in connection with the execution or delivery of this Agreement by GFI IDB Buyer, Seller, JPI and New JPI or the consummation by GFI and IDB Buyer, JPI, New JPI, the GFI IDB Subsidiaries or the Seller Retained Subsidiaries of the Transactions, except for: for (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “"Foreign Competition Laws”") set forth in Section 2.6(b)(i3.4(b)(ii) of the GFI IDB Buyer Disclosure Letter; , and (iiiii) the Regulatory Approvals and Notices as set forth in Section 2.6(b)(ii3.4(b)(iii) of the GFI IDB Buyer Disclosure Letter; (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 does not, and the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions will not: (i) conflict with any provisions of the CME, Merger Sub 1 or Merger Sub 2 Constituent Documents of GFI or any GFI SubsidiaryDocuments; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b4.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 is a party or by which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI CME or any GFI CME Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of CME’s businesses or ownership of its assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a CME Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 in connection with the execution or delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 or the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions, except for: (i) compliance by GFI CME with any applicable requirements under any foreign antitrust merger control Laws (the “HSR Act and the Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvi) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a CME Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of JPI and New JPI does not, and the consummation by GFI each of JPI and the GFI Subsidiaries New JPI of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI JPI or any GFI SubsidiaryNew JPI; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.5(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI JPI or any GFI Subsidiary New JPI, as applicable, is a party or by which GFI JPI or any GFI Subsidiary New JPI or any of their respective assets or properties properties, in each case as applicable, may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted LiensLiens solely in the case of JPI) upon any properties or assets of GFI JPI or any GFI Subsidiary New JPI or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of JPI’s or New JPI’s businesses or ownership of their respective assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI JPI or any GFI Subsidiary New JPI in connection with the execution or delivery of this Agreement by GFI each of JPI and New JPI or the consummation by GFI JPI and the GFI Subsidiaries New JPI of the Transactions, except for: (i) compliance by GFI New JPI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.5(b) of the GFI New JPI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act pursuant to Section 8.11 and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvi) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI such Signing Stockholder does not, and the consummation by GFI and the GFI Subsidiaries such Signing Stockholder of the Transactions will not: (i) conflict with any provisions of the Constituent Documents of GFI or any GFI Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b4.2(b) (Consents and Approvals)); (iiiii) result, after the giving of notice, with lapse of time time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary such Signing Stockholder is a party or by which GFI or any GFI Subsidiary such Signing Stockholder or any of their respective its assets or properties may be bound; (iviii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI Subsidiary such Signing Stockholder or (viv) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth lawful ownership of such Signing Stockholder's assets and properties, except in Section 2.6(b) (Consents and Approvals)), except, in each case as would not reasonably be expected to prevent or materially impair or delay the case ability of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effectsuch Signing Stockholder to perform its obligations under this Agreement or to consummate the Transactions. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary such Signing Stockholder in connection with the execution or delivery of this Agreement by GFI such Signing Stockholder or the consummation by GFI and the GFI Subsidiaries such Signing Stockholder of the Transactions, except for: (i) compliance by GFI with any applicable requirements under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in . Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) of the GFI Disclosure Letter; (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.4.3

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 does not, not and the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions will not: (i) conflict with any provisions of the CME, Merger Sub 1 or Merger Sub 2 Constituent Documents of GFI or any GFI SubsidiaryDocuments; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b5.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 is a party or by which GFI or any GFI Subsidiary CME, Merger Sub 1, Merger Sub 2 or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI CME or any CME Subsidiary (other than Permitted Liens (as defined in the GFI Subsidiary Merger Agreement)) or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of CME's businesses or ownership of its assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a CME Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI CME, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 in connection with the execution or delivery of this Agreement by GFI each of CME, Merger Sub 1 and Merger Sub 2 or the consummation by GFI each of CME, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions, except for: (i) compliance by GFI CME with any applicable requirements under any foreign antitrust merger control Laws (the “HSR Act and the Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iv) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act pursuant to Section 8.11 and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.Exchange

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI T&F Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI T&F Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any Subsidiary of GFI Subsidiary is a party or by which GFI or any Subsidiary of GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI T&F Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI T&F Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI T&F Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iv) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (v) the filings with the SEC U.S. Securities and Exchange Commission (the “SEC”) of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivvi) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvii) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse EffectEffect .

No Violations; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by GFI does not, and nor the consummation by GFI and the GFI Subsidiaries of the Transactions transactions contemplated hereby to be performed by Stamford nor compliance by Stamford with any of the provisions hereof will not: (i) conflict with violate any provisions provision of the Constituent Documents Stamford's certificate of GFI incorporation or any GFI Subsidiary; by-laws, (ii) violate any Law result in a violation or rules of any Self-Regulatory Organization breach of, or constitute (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with or without due notice or lapse of time or otherwiseboth) a default, in or give rise to any violationright of termination, default cancellation or loss acceleration or any right that becomes effective upon the occurrence of a benefit undermerger, consolidation, sale of assets or permit the acceleration or termination of any obligation under or require any consent change in control, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseother instrument of indebtedness for money borrowed, license, franchise, permit or agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary Stamford is a party party, or by which GFI or any GFI Subsidiary Stamford or any of their respective assets its properties is bound immediately prior to the closing of the Stock Purchase Agreement or properties may be bound; (iviii) result in the creation violate any statute, rule, regulation, order or imposition decree of any Lien (other than Permitted Liens) upon any properties public body or assets of GFI authority by which Stamford or any GFI Subsidiary or (v) cause of its properties is bound immediately prior to the suspension or revocation closing of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals))Stock Purchase Agreement, except, in excluding from the case of foregoing clauses (ii), (iii), (iv) and (v)iii) violations, as do breaches, defaults or rights that, either individually or in the aggregate, would not constitute have a Material Adverse EffectEffect or materially impair its ability to consummate the transactions contemplated hereby or for which it has received, or prior to the Closing shall have received, appropriate consents or waivers. (b) No clearance, consent, approval, Order, license filing or authorization of, or declaration, registration or filing with, or notice notification to, or permit issued byauthorization, consent or approval of, any Governmental Entity or Self-Regulatory Organization governmental entity is required to be made or obtained by GFI or any GFI Subsidiary Stamford in connection with the execution or and delivery of this Agreement by GFI or the consummation by GFI and the GFI Subsidiaries of the Transactionstransactions contemplated hereby, except for: (i) compliance by GFI in connection with any the applicable requirements under any foreign antitrust merger control Laws of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Foreign Competition Laws”"HSR Act") set forth in Section 2.6(b)(i) and as required pursuant to applicable antitrust and competition law statutes and regulations of the GFI Disclosure Letter; applicable foreign jurisdictions, (ii) for filing a notice pursuant to the Regulatory Approvals set forth in Section 2.6(b)(ii) of the GFI Disclosure Letter; Exon-Xxxxxx Amendment and (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act consents, orders, authorizations, registrations, declarations and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, filings the failure of which to make or obtain do would not constitute have a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by GFI does and the other Xybernaut Transaction Documents do not, and the consummation by GFI and the GFI Subsidiaries of the Transactions transactions contemplated hereby and thereby will not: , (i) conflict with violate any provisions provision of the Constituent Documents certificate or articles of GFI incorporation, as applicable, or any GFI Subsidiary; bylaws of Acquisition Sub or Xybernaut, (ii) violate any Law result in a violation or rules of any Self-Regulatory Organization breach of, or constitute (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with or without due notice or lapse of time or otherwiseboth) a default (or give rise to any right of termination, in any violation, default cancellation or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent acceleration) under, any mortgageof the terms, indenture, lease, agreement conditions or other instrument, permit, concession, grant, franchise or license provisions of any material Contract to which GFI Acquisition Sub or any GFI Subsidiary Xybernaut is a party or by which GFI Acquisition Sub or any GFI Subsidiary Xybernaut or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Acquisition Sub or Xybernaut or any GFI Subsidiary of their respective properties or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effectassets. (b) No clearance, consent, approval, Order, license filing or authorization of, or declaration, registration or filing with, or notice notification to, or permit issued byauthorization, consent or approval of, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary in connection with the execution execution, delivery and performance of the Xybernaut Transaction Documents by Acquisition Sub or delivery of this Agreement by GFI Xybernaut or the consummation by GFI and the GFI Subsidiaries Acquisition Sub or by Xybernaut of the Transactionstransactions contemplated hereby and thereby, except for: for those required under or in relation to (i) compliance by GFI with any applicable requirements under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letterstate securities or "blue sky" laws; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) Securities Act of the GFI Disclosure Letter; 1933, as amended, (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Securities Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act of 1934, as may be required in connection with this Agreement and the Transactions; amended, (iv) any registration, the VSCA with respect to the filing or notification required pursuant to state securities or “blue sky” laws and of the Articles of Merger; (v) any Xybernaut's listing requirements with the NASDAQ Small Cap Market, and (vi) such clearanceconsents, consentapprovals, approvalorders, Orderauthorizations, licensenotifications, authorizationnotices, declarationestoppel certificates, registrationreleases, filingregistrations, notice ratifications, declarations, filings, waivers, exemptions or permitvariances, the failure of which to make or obtain do would not constitute reasonably be expected to have a Material Adverse EffectEffect on Acquisition Sub and Xybernaut, taken as a whole.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary is a party or by which GFI or any GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filings filing of the Certificate of Merger with the SEC Secretary of (A) State of the Schedule 14D-9 State of Delaware in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (v) any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.DGCL;

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any GFI Subsidiary is a party or by which GFI or any GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iv) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (v) the filings with the SEC U.S. Securities and Exchange Commission (the “SEC”) of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivvi) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvii) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of Parent and Merger Sub does not, not and the consummation by GFI each of Parent and the GFI Subsidiaries Merger Sub of the Transactions will not: (i) assuming the receipt of the Parent Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI Parent or any GFI SubsidiaryMerger Sub; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming the receipt of the Parent Stockholder Approval and compliance with the matters set forth in Section 2.6(b5.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent or notice under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license Contract to which GFI Parent or any GFI Subsidiary Merger Sub is a party or by which GFI or any GFI Subsidiary or any of their respective assets or properties may be boundparty; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI Parent or any GFI Subsidiary Parent Subsidiary; or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals))Parent Permit, except, in the case of clauses (ii), (iii), (iv) and (v), as do would not constitute reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or permit Permit issued by, by any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI Parent or any GFI Subsidiary Merger Sub in connection with the execution or delivery of this Agreement by GFI each of Parent and Merger Sub or the consummation by GFI each of Parent and the GFI Subsidiaries Merger Sub of the Transactions, except for: (i) compliance by GFI Parent with any applicable requirements under any foreign antitrust merger control Laws (the “HSR Act and the Foreign Competition Laws”) set forth in Section 2.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State in accordance with the DGCL; (iii) (A) the filings filing with the SEC of (A) the Schedule 14D-9 Joint Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act and Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4 and (C) the filing with the SEC of such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registrationsuch consents, filing registrations, declarations, notices or notification filings as are required pursuant to state be made or obtained under the securities or “blue sky” laws and Laws of various states in connection with the Parent Share Issuance; (v) such filings with and approvals of the Nasdaq Global Market as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as Merger Consideration; and (vi) any such other clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permitPermit, the failure of which to make or obtain do would not constitute reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI each of BGCP, Merger Sub 1 and Merger Sub 2 does not, not and the consummation by GFI each of BGCP, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions will not: (i) conflict with any provisions of the BGCP, Merger Sub 1 or Merger Sub 2 Constituent Documents of GFI or any GFI SubsidiaryDocuments; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b) (Consents and Approvals5.4(b)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI BGCP, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 is a party or by which GFI or any GFI Subsidiary BGCP, Merger Sub 1, Merger Sub 2 or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI BGCP or any GFI BGCP Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the matters set forth in Section 2.6(b) (Consents lawful conduct of BGCP’s businesses or ownership of its assets and Approvals))properties, except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a BGCP Material Adverse Effect. (b) No Except as set forth in Section 5.4(b) of the BGCP Disclosure Letter, no clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI BGCP, Merger Sub 1 or any GFI Subsidiary Merger Sub 2 in connection with the execution or delivery of this Agreement by GFI each of BGCP, Merger Sub 1 and Merger Sub 2 or the consummation by GFI each of BGCP, Merger Sub 1 and the GFI Subsidiaries Merger Sub 2 of the Transactions, except for: (i) compliance by GFI with any applicable requirements under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i) filing of the GFI Disclosure LetterCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (ii) the Regulatory Approvals set forth in Section 2.6(b)(ii) filing of the GFI Disclosure LetterSubsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iii) the filings with the SEC of (A) the Schedule 14D-9 in accordance with Regulation 14D promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (viv) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do does not constitute a BGCP Material Adverse Effect.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement by GFI does not, and the consummation by GFI and the GFI T&F Subsidiaries of the Transactions will not: (i) subject to the GFI Stockholder Approval, conflict with any provisions of the Constituent Documents of GFI or any GFI T&F Subsidiary; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which GFI or any Subsidiary of GFI Subsidiary is a party or by which GFI or any Subsidiary of GFI Subsidiary or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of GFI or any GFI T&F Subsidiary or (v) cause the suspension or revocation of any GFI Permit (assuming compliance with the matters set forth in Section 2.6(b3.6(b) (Consents and Approvals)), except, in the case of clauses (ii), (iii), (iv) and (v), as do not constitute a Material Adverse Effect. (b) No clearance, consent, approval, Orderorder, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by GFI or any GFI T&F Subsidiary in connection with the execution or delivery of this Agreement by GFI or the consummation by GFI and the GFI T&F Subsidiaries of the Transactions, except for: (i) compliance by GFI with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable requirements required filings or notifications under any foreign antitrust merger control Laws (the “Foreign Competition Laws”) set forth in Section 2.6(b)(i3.6(b)(i) of the GFI Disclosure Letter; (ii) the Regulatory Approvals and Notices set forth in Section 2.6(b)(ii3.6(b)(ii) of the GFI Disclosure Letter; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (iv) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (v) the filings with the SEC U.S. Securities and Exchange Commission (the “SEC”) of (A) the Schedule 14D-9 Proxy Statement/Prospectus in accordance with Regulation 14D 14A promulgated under the Exchange Act Act, (B) the Form S-4 and (BC) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (ivvi) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (vvii) any such clearance, consent, approval, Orderorder, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain do not constitute a Material Adverse Effect.