Common use of Stockholders Meeting; Recommendation Clause in Contracts

Stockholders Meeting; Recommendation. GFI shall duly take all lawful action to call, give notice of, convene and hold a meeting of the stockholders of GFI (the "GFI Stockholders Meeting") on a date as promptly as reasonably practicable after the Form S-4 is declared effective, and in any event within 45 days after the Form S-4 is declared effective, for the purpose of obtaining the GFI Stockholder Approval with respect to the adoption of this Agreement, and shall, subject to Section 6.5 (No Solicitation), use reasonable best efforts to solicit the adoption of this Agreement by the GFI Stockholder Approval. GFI may postpone, recess or adjourn the GFI Stockholder Meeting (a) if GFI is unable to obtain a quorum of its stockholders at the GFI Stockholders Meeting or (b) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Board of Directors of GFI (upon the recommendation of the Special Committee) has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be reviewed by the stockholders of GFI prior to the GFI Stockholders Meeting. The Board of Directors of GFI (upon the unanimous recommendation of the Special Committee) shall, subject to Section 6.5(d), recommend in the Proxy Statement/Prospectus adoption of this Agreement by the stockholders of GFI to the effect as set forth in Section 3.4(b) (GFI Authorization; Board Approval) (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 CME, or propose publicly to withdraw, modify or qualify in a manner adverse to CME, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the GFI Stockholders Meeting 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 6.5(d) (No Solicitation). Notwithstanding any Change in Recommendation, unless terminated pursuant to Section 8.1 (Termination), this Agreement shall be submitted to the stockholders of GFI at the GFI Stockholder Meeting for the purpose of obtaining the GFI Stockholder Approval and nothing contained herein shall be deemed to relieve GFI of such obligation. In the event of a Change in Recommendation, GFI shall provide CME with GFI's stockholder list and, following such Change in Recommendation until such time as this Agreement is terminated pursuant to Section 8.1 (Termination), CME may contact GFI's stockholders without regard to the limitations contained in Section 6.9 (Public Announcements).

Stockholders Meeting; Recommendation. GFI shall duly take all lawful action to call, give notice of, convene and hold a meeting of the stockholders of GFI (the "“GFI Stockholders Meeting"”) on a date as promptly as reasonably practicable after the Form S-4 is declared effective, and in any event within 45 days after the Form S-4 is declared effective, for the purpose of obtaining the GFI Stockholder Approval with respect to the adoption of this Agreement, and shall, subject to Section 6.5 (No Solicitation), use reasonable best efforts to solicit the adoption of this Agreement by the GFI Stockholder Approval. GFI may postpone, recess or adjourn the GFI Stockholder Meeting (a) if GFI is unable to obtain a quorum of its stockholders at the GFI Stockholders Meeting or (b) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Board of Directors of GFI (upon the recommendation of the Special Committee) has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be reviewed by the stockholders of GFI prior to the GFI Stockholders Meeting. The Board of Directors of GFI (upon the unanimous recommendation of the Special Committee) shall, subject to Section 6.5(d), recommend in the Proxy Statement/Prospectus adoption of this Agreement by the stockholders of GFI to the effect as set forth in Section 3.4(b) (GFI Authorization; Board Approval) (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 CME, or propose publicly to withdraw, modify or qualify in a manner adverse to CME, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the GFI Stockholders Meeting 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 6.5(d) (No Solicitation). Notwithstanding any Change in Recommendation, unless terminated pursuant to Section 8.1 (Termination), this Agreement shall be submitted to the stockholders of GFI at the GFI Stockholder Meeting for the purpose of obtaining the GFI Stockholder Approval and nothing contained herein shall be deemed to relieve GFI of such obligation. In the event of a Change in Recommendation, GFI shall provide CME with GFI's ’s stockholder list and, following such Change in Recommendation until such time as this Agreement is terminated pursuant to Section 8.1 (Termination), CME may contact GFI's ’s stockholders without regard to the limitations contained in Section 6.9 (Public Announcements).

Stockholders Meeting; Recommendation. GFI shall duly take all lawful action (a) As promptly as practicable after the SEC’s clearance of the Proxy Statement (or lapse of the applicable waiting period during which the SEC is permitted to comment on the Proxy Statement), the Company will (i) set a record date for a meeting of the stockholders of the Company for the purpose of obtaining the Stockholder Approval and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act (the “Stockholders Meeting”) and (ii) call, give notice of, convene and hold a meeting of the stockholders of GFI (the "GFI Stockholders Meeting") on a date as promptly as reasonably practicable after . In connection therewith, the Form S-4 is declared effective, and in any event within 45 days after the Form S-4 is declared effective, for the purpose of obtaining the GFI Stockholder Approval with respect to the adoption of this Agreement, and shallCompany will, subject to Section 6.5 (No Solicitation)6.5, use reasonable best efforts (consistent with the efforts customarily used in transactions of the type contemplated herein) to solicit and obtain the adoption of this Agreement by the GFI Stockholder Approval. GFI may postponeWithout limiting the generality of the foregoing, recess the Company will engage a proxy solicitation firm reasonably acceptable to Parent for purposes of assisting in the solicitation of proxies for the Stockholders Meeting and will use reasonable best efforts to ensure that all proxies solicited in connection with the Stockholders Meeting are solicited in compliance with applicable Law. The Stockholder Meeting will be held regardless of any Change in Recommendation, unless this Agreement is terminated in accordance with Section 9.1. Unless this Agreement is terminated in accordance with Section 9.1, the Company will not postpone or adjourn the GFI Stockholder Stockholders Meeting except to the extent (ai) if GFI Parent has consented to such postponement or adjournment in writing or (ii) the Company, acting in good faith after consulting with outside legal counsel, determines that (A) such postponement or adjournment is unable necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable amount of time in advance of the Stockholders Meeting, (B) it will not receive proxies sufficient to obtain the Stockholder Approval, whether or not a quorum is present, or it will not have a sufficient number of its stockholders at shares of Common Stock represented in person or by proxy to constitute a quorum necessary to conduct the GFI business of the Stockholders Meeting, or (C) such postponement or adjournment is required to comply with applicable Law; provided that in the case of a postponement or adjournment in accordance with clause (ii) above, the date of the Stockholders Meeting will not be postponed or adjourned by more than an aggregate of 15 calendar days without Parent’s prior written approval (not to be unreasonably withheld, conditioned or delayed). (b) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Board of Directors of GFI (upon the recommendation of the Special Committee) has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be reviewed by the stockholders of GFI prior to the GFI Stockholders Meeting. The Board of Directors of GFI (upon the unanimous recommendation of the Special Committee) shall, subject Subject to Section 6.5(d)6.5, recommend in the Proxy Statement/Prospectus adoption of this Agreement by the stockholders of GFI to the effect as set forth in Section 3.4(b) (GFI Authorization; Board Approval) (the "GFI Recommendation"), and neither the Board of Directors of GFI the Company nor any committee thereof (including the Special Committee), shall will (i) withdrawfail to include the Recommendation in the Proxy Statement, modify (ii) change, withhold, withdraw or qualify or modify in a manner adverse to CMEParent, or propose publicly to withdrawchange, modify withhold, withdraw or qualify or modify in a manner adverse to CMEParent, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the GFI Stockholders Meeting inconsistent with such GFI Recommendation or (iii) approve approve, adopt, declare advisable, endorse or recommend, or publicly propose to approve approve, adopt, declare advisable, endorse or recommend, any Takeover Proposal Acquisition Proposal, (iv) with respect to any publicly announced bona fide Acquisition Proposal, fail to confirm publicly through a press release or similar means the Recommendation on the earlier of (A) the fifth Business Day after the date when requested to do so in writing by Parent and (B) the second Business Day prior to the Stockholders Meeting, (v) if a tender or exchange offer for shares of Common Stock is commenced, fail to recommend against acceptance of such tender or exchange offer by the stockholders or the Company on the earlier of (A) the tenth Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act and (B) the second Business Day prior to the Stockholders Meeting, or (vi) resolve or propose to take any action described in clause (i) through (v) above (any of the actions described foregoing actions, a “Change in clauses Recommendation”). (c) Parent will vote (or cause any of its applicable Subsidiaries to vote), in person or by proxy, all shares of Common Stock held of record by Parent or any Parent Subsidiary as of the record date for the Stockholders Meeting, in favor of adoption of the Merger and, if applicable, the advisory vote required by Rule 14a-21(c), and, as requested by the Company, any other action in furtherance thereof to be voted on by the holders of the Common Stock. Parent will not (and will not agree to) amend, modify or waive any provision of the Voting Agreement without the prior written consent of the Company. (d) From the date of this Agreement until the Effective Time or the earlier termination of this Agreement, Parent will not, directly or indirectly, acting alone or as part of a group (i)) other than pursuant to the Merger, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, Common Stock or direct or indirect rights to acquire any Common Stock, (ii) other than in connection with the Stockholder Meeting, make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any Common Stock, (iii) abovedirectly or indirectly enter into any discussions, a "Change in Recommendation") (it being understood that a "stopnegotiations, look and listen" communication by the Board of Directors of GFI arrangements or understandings with any other Person with respect 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 any of the Special Committeeforegoing activities or propose any of such activities to any other Person, (iv) advise, assist, encourage, or act as a financing source for or otherwise invest in any other Person who may serve as a financing source in connection any of the foregoing activities or (v) agree to take any of the foregoing actions. The foregoing will not limit or impair the right of Parent to make a Change in Recommendation pursuant to Section 6.5(d) (No Solicitation). Notwithstanding any Change in Recommendation, unless terminated pursuant to Section 8.1 (Termination), this Agreement shall be submitted to the public statements or otherwise communicate with stockholders of GFI at the GFI Stockholder Meeting for the purpose of obtaining the GFI Stockholder Approval and nothing contained herein shall be deemed Company with respect to relieve GFI of such obligation. In the event of a Change in Recommendation, GFI shall provide CME with GFI's stockholder list and, following such Change in Recommendation until such time as this Agreement is terminated pursuant to Section 8.1 (Termination), CME may contact GFI's stockholders without regard to the limitations contained in Section 6.9 (Public Announcements)any Acquisition Proposal that has been publicly announced or has otherwise become publicly known.

Stockholders Meeting; Recommendation. GFI The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of the stockholders of GFI the Company (the "GFI “Stockholders Meeting"”) on a date as promptly as reasonably practicable after the Form S-4 is declared effective, (and in any event within 45 days five Business Days) after the Form S-4 is declared effectiveSEC informs the Company that it will not review, or completes its review of the Proxy Statement, or ten days pass without notice from the SEC that it will review the Proxy Statement, solely for the purpose of obtaining the GFI Company Stockholder Approval with respect to and the adoption of this Agreementother matters specified in Section 8.1(a) above, and shall, subject to and until a Change in Recommendation made in accordance with this Section 6.5 (No Solicitation), use reasonable best efforts 8.2 and Section 8.4 the Company shall take all lawful action to solicit the adoption of this Agreement by the GFI Company Stockholder Approval. GFI may postpone, recess or adjourn the GFI Stockholder Meeting (a) if GFI is unable to obtain The Company shall not permit a quorum meeting of its stockholders at to occur, or permit its stockholders to vote on any matter, until the GFI Stockholders Meeting or called to approve the matters set forth in the Proxy Statement delivered pursuant to Section 8.1 has occurred. The Company Board shall recommend the issuance of Exchange Shares and the other transactions as contemplated by this Agreement and the other Operative Agreements (b) the “Company Recommendation”), provided that if the Company Board determines at any time prior to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Board of Directors of GFI (upon the recommendation of the Special Committee) has determined Stockholders Meeting in good faith (after consultation with its financial advisers and outside legal counsel) is necessary or advisable counsel and in response to an Intervening Event that the Company Recommendation would be inconsistent with its fiduciary duties under applicable Laws and for Law it shall be under no obligation to make such supplemental or amended disclosure to be reviewed by Company Recommendation and, after complying with the stockholders of GFI prior to the GFI Stockholders Meeting. The Board of Directors of GFI (upon the unanimous recommendation of the Special Committee) shall, subject to Section 6.5(d), recommend in the Proxy Statement/Prospectus adoption of this Agreement by the stockholders of GFI to the effect as procedures set forth in Section 3.4(b8.4(c) (GFI Authorization; Board Approval) (and after 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 CME, or propose publicly to withdraw, modify or qualify in a manner adverse to CME, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the GFI Stockholders Meeting inconsistent with such GFI Recommendation or (iii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal (any expiration of the actions described in clauses Purchaser Review Period, may change, alter or rescind any Company Recommendation (i), (ii) or (iii) aboveeach, a "“Change in Recommendation"”) (it being understood that a "stophas otherwise been made; and provided further, look and listen" communication by that no change in Company Recommendation or failure to make the Board of Directors of GFI to Company Recommendation shall affect 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 obligation of the Special Committee) may make a Change Company to hold the Stockholders Meeting in Recommendation pursuant to the manner set forth in this Section 6.5(d) (No Solicitation). Notwithstanding any Change in Recommendation, unless terminated pursuant to Section 8.1 (Termination), this Agreement shall be submitted to the stockholders of GFI at the GFI Stockholder Meeting for the purpose of obtaining the GFI Stockholder Approval and nothing contained herein shall be deemed to relieve GFI of such obligation. In the event of a Change in Recommendation, GFI shall provide CME with GFI's stockholder list and, following such Change in Recommendation until such time as this Agreement is terminated pursuant to Section 8.1 (Termination), CME may contact GFI's stockholders without regard to the limitations contained in Section 6.9 (Public Announcements)8.2.

Stockholders Meeting; Recommendation. GFI shall (a) The Company will (i) set a record date reasonably satisfactory to Parent for determining the stockholders of the Company entitled to notice of and to vote at the Stockholders Meeting as soon as practicable after the date of this Agreement and (ii) duly take all lawful action necessary under applicable Law and the Company’s Constituent Documents to call, give notice of, convene and hold a meeting of the stockholders of GFI the Company (the "GFI “Stockholders Meeting"”) on a date as promptly as reasonably practicable after the Form S-4 is declared effective, and in any event within 45 days after mailing of the Form S-4 is declared effective, Proxy Statement for the purpose of obtaining the GFI Stockholder Approval with respect to the adoption of this Agreement, and shallwill, subject to Section 6.5 (No Solicitation)6.5, use its reasonable best efforts to solicit and obtain the adoption of this Agreement by the GFI Stockholder Approval. GFI may Without limiting the generality of the foregoing, the Company will engage a proxy solicitation firm reasonably acceptable to Parent for purposes of assisting in the solicitation of proxies for the Stockholders Meeting and will use its reasonable best efforts to cause all proxies solicited in connection with the Stockholders Meeting to be solicited in compliance with all applicable Laws. The Stockholders Meeting will be held regardless of any Change in Recommendation unless this Agreement is terminated in accordance with Article IX. The Company will not postpone, recess or adjourn the GFI Stockholder Meeting Stockholders Meeting, except to the extent (ai) if GFI is unable Parent has consented to obtain a quorum of its stockholders at the GFI Stockholders Meeting such postponement, recess or adjournment in writing (which consent will to be unreasonably withheld, conditioned or delayed) or (bii) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Board of Directors of GFI (upon the recommendation of the Special Committee) has determined Company, acting in good faith after consulting with outside legal counsel, determines that (A) after consultation with its outside legal counsel) Parent, such postponement, recess or adjournment is necessary to ensure that any required supplement or advisable under applicable Laws and for such supplemental or amended disclosure to be reviewed by the stockholders of GFI prior amendment to the GFI Proxy Statement is provided to the Company’s stockholders within a reasonable amount of time in advance of the Stockholders Meeting, (B) it will not receive proxies sufficient to obtain the Stockholder Approval, whether or not a quorum is present, or it will not have a sufficient number of shares of Common Stock represented in person or by proxy to constitute a quorum necessary to conduct the business of the Stockholders Meeting or (C) such postponement, recess or adjournment is required to comply with applicable Law; provided that in the case of a postponement, recess or adjournment in accordance with clause (ii) above, (1) the date of the Stockholders Meeting will not be postponed, recessed or adjourned by more than an aggregate of 15 days without Parent’s prior written approval (which will not be unreasonably withheld, conditioned or delayed) and (2) no postponement, recess or adjournment shall be permitted under clause (ii) if it would require a change in the record date for the Stockholders Meeting. The Furthermore, the Company will postpone, recess or adjourn the Stockholders Meeting if reasonably requested to do so in writing by Parent, including for the Company to solicit additional proxies sufficient to obtain the Stockholder Approval, whether or not a quorum is present, or to constitute a quorum necessary to conduct the business of the Stockholders Meeting, provided, however, that the Company will not be obligated to postpone, recess or adjourn the Stockholders Meeting, at Parent’s request, more than two times unless any Acquisition Proposal becomes publicly known or the Board of Directors of GFI the Company has effected a Change in Recommendation in accordance with Section 6.5(e). (upon the unanimous recommendation of the Special Committeeb) shall, subject to Except as expressly permitted by Section 6.5(d) and Section 6.5(e), recommend in the Proxy Statement/Prospectus adoption of this Agreement by the stockholders of GFI to the effect as set forth in Section 3.4(b) (GFI Authorization; Board Approval) (the "GFI Recommendation"), and neither the Board of Directors of GFI the Company nor any committee thereof (including the Special Committee), shall will (i) withdrawfail to include the Recommendation in the Proxy Statement, modify (ii) change, withhold, withdraw or qualify or modify in a manner adverse to CMEParent, or propose publicly to withdrawchange, modify withhold, withdraw or qualify or modify in a manner adverse to CMEParent, the GFI Recommendation, (ii) take any public action or make any public statement in connection with the GFI Stockholders Meeting inconsistent with such GFI Recommendation or its approval of this Agreement or the Merger, (iii) approve with respect to the receipt by the Company of any Acquisition Proposal or public announcement of any Acquisition Proposal, fail to confirm publicly through a press release or similar means the Recommendation within five Business Days after the date when requested to do so in writing by Parent, (iv) approve, adopt, publicly declare advisable, publicly endorse or recommend, or publicly propose to approve approve, adopt, declare advisable, endorse or recommend, any Takeover Proposal Acquisition Proposal, (v) if a tender or exchange offer for shares of Common Stock is commenced, fail to recommend against acceptance of such tender or exchange offer by the stockholders or the Company no later than the earlier of (A) the tenth Business Day after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act and (B) the second Business Day prior to the Stockholders Meeting, or (vi) authorize, resolve or publicly propose to take any action described in clause (i) through (v) above (any of the foregoing actions described in clauses clause (i) through (vi), (ii) or (iii) above, a "“Change in Recommendation"”). (c) (it being understood that The notice for the Stockholders Meeting will also contain a "stopproposal, look and listen" communication by which will be separate from the Board of Directors of GFI proposal relating to the holders Stockholder Approval, with respect to any non-binding advisory vote of GFI Common Stock the Company’s stockholders required pursuant to Rule 14d-9(f14a-21(c) promulgated under the Exchange Act shall not constitute a Change in Recommendation); provided that the Board Act. The approval of Directors of GFI (upon the recommendation of the Special Committee) may make a Change in Recommendation pursuant to Section 6.5(d) (No Solicitation). Notwithstanding any Change in Recommendation, unless terminated pursuant to Section 8.1 (Termination), this Agreement shall be submitted to such proposal by the stockholders of GFI the Company will not be a condition to the obligations of the Parties to effect the Merger in accordance with Article VIII, and the failure of the stockholders of the Company to approve such proposal at the GFI Stockholder Meeting for Stockholders Meeting, or any recess, adjournment or postponement thereof, will not affect any of the purpose rights or obligations of obtaining the GFI Stockholder Approval and nothing contained herein shall be deemed to relieve GFI of such obligation. In the event of a Change Parties in Recommendation, GFI shall provide CME connection with GFI's stockholder list and, following such Change in Recommendation until such time as this Agreement is terminated pursuant to Section 8.1 (Termination), CME may contact GFI's stockholders without regard to the limitations contained in Section 6.9 (Public Announcements)Agreement.