Common use of Termination Fee and Expense Reimbursement Clause in Contracts

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii) (No Stockholder Approval), (ii) Section 8.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii) (Violation of No Solicitation) or (iv) Section 8.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CME, by wire transfer of immediately available funds, an amount equal to $23,426,111 less the amount, if any, of the Expenses of CME paid by GFI pursuant to Section 8.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a), the term "Takeover Proposal" shall have the meaning ascribed thereto in Section 6.5(f) (No Solicitation), except that all references to 20% shall be changed to 50%.

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii) (No Stockholder Approval), (ii) Section 8.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii) (Violation of No Solicitation) or (iv) Section 8.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CME, by wire transfer of immediately available funds, an amount equal to $23,426,111 20,143,121 less the amount, if any, of the Expenses of CME paid by GFI pursuant to Section 8.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a), the term "“Takeover Proposal" ” shall have the meaning ascribed thereto in Section 6.5(f) (No Solicitation), except that all references to 20% shall be changed to 50%.

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii7.1(b)(i) (No Stockholder Approval)Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination, (ii) Section 8.1(c)(i7.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii7.1(c)(ii) (Violation of No SolicitationAlternative Proposals) or (iv) Section 8.1(c)(iii7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B2) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CMEParent, by wire transfer of immediately available funds, an amount equal to $23,426,111 24,318,534 (the “Termination Fee”) less the amount, if any, of the Expenses of CME Parent paid by GFI pursuant to Section 8.3(b7.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a7.3(a), the term "“Takeover Proposal" ” shall have the meaning ascribed thereto in Section 6.5(f5.4(e) (No SolicitationAlternative Proposals), except that all references to 20% shall be changed to 50%.

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii7.1(b)(i) (No Stockholder Approval)Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination, (ii) Section 8.1(c)(i7.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii7.1(c)(ii) (Violation of No SolicitationAlternative Proposals) or (iv) Section 8.1(c)(iii7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B2) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CMEParent, by wire transfer of immediately available funds, an amount equal to $23,426,111 27,447,763 (the “Termination Fee”) less the amount, if any, of the Expenses of CME Parent paid by GFI pursuant to Section 8.3(b7.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a7.3(a), the term "“Takeover Proposal" ” shall have the meaning ascribed thereto in Section 6.5(f5.4(e) (No SolicitationAlternative Proposals), except that all references to 20% shall be changed to 50%.

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii7.1(b)(i) (No Stockholder Approval)Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination, (ii) Section 8.1(c)(i7.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii7.1(c)(ii) (Violation of No SolicitationAlternative Proposals) or (iv) Section 8.1(c)(iii7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B2) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CMEParent, by wire transfer of immediately available funds, an amount equal to $23,426,111 25,898,298 (the “Termination Fee”) less the amount, if any, of the Expenses of CME Parent paid by GFI pursuant to Section 8.3(b7.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a7.3(a), the term "“Takeover Proposal" ” shall have the meaning ascribed thereto in Section 6.5(f5.4(e) (No SolicitationAlternative Proposals), except that all references to 20% shall be changed to 50%.

Termination Fee and Expense Reimbursement. (a) If (x) this Agreement is terminated pursuant to (i) Section 8.1(b)(iii7.1(b)(i) (No Stockholder Approval)Termination Date) and the Minimum Tender Condition has not been satisfied at the time of such termination, (ii) Section 8.1(c)(i7.1(c)(i) (Breach by GFI), (iii) Section 8.1(c)(ii7.1(c)(ii) (Violation of No SolicitationAlternative Proposals) or (iv) Section 8.1(c)(iii7.1(c)(iii) (Failure to Recommend or Change in Recommendation) and (y) within twelve months of such termination, (A1) GFI enters into a definitive agreement to consummate a transaction contemplated by any Takeover Proposal (regardless of when made and such transaction is thereafter consummated (regardless of when consummated)) or (B2) GFI consummates a transaction contemplated by any Takeover Proposal (regardless of when made), then GFI shall pay, or cause to be paid, to CMEParent, by wire transfer of immediately available funds, an amount equal to $23,426,111 27,005,057 (the “Termination Fee”) less the amount, if any, of the Expenses of CME Parent paid by GFI pursuant to Section 8.3(b7.3(b), concurrently with the consummation of such transaction; provided that, solely for purposes of this Section 8.3(a7.3(a), the term "“Takeover Proposal" ” shall have the meaning ascribed thereto in Section 6.5(f5.4(e) (No SolicitationAlternative Proposals), except that all references to 20% shall be changed to 50%.