CME Merger Agreement definition

CME Merger Agreement has the meaning set forth in the Recitals.

CME Merger Agreement means the Agreement and Plan of Merger, dated as of July 30, 2014, as amended, by and among GFI, CME, Commodore Acquisition Corp. and Commodore Acquisition LLC.

CME Merger Agreement shall have the meaning assigned to such term in Amendment No. 4.

Examples of CME Merger Agreement in a sentence

• The Special Committee has determined that the terms of the Offer and this Agreement constitute a “Superior Proposal” (as defined in the CME Merger Agreement).

• GFI has delivered or made available to Parent true, correct and complete copies of the minutes of, and resolutions approved and adopted at, all meetings of the Board of Directors of GFI held since January 1, 2011 through the date of this Agreement other than minutes related to the Transactions or the CME Merger Agreement and the transactions contemplated thereby.

• Other than the payment of any CME Fee, if applicable, in accordance with the terms of the CME Merger Agreement, GFI and the GFI Subsidiaries have no further obligations or liability under the CME Merger Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries.

• The CME Merger Agreement was terminated in accordance with its terms other than a termination pursuant to Section 8.1(c)(i) thereof, and, at the time of such termination, CME did not have the right to terminate the CME Merger Agreement pursuant to Section 8.1(c)(i) of the CME Merger Agreement.

• The CME Merger Agreement and the CME Transaction were terminated on January 30, 2015.

• GFI has delivered or made available to BGCP true, correct and complete copies of the minutes of, and resolutions approved and adopted at, all meetings of the GFI Board held since January 1, 2011 through the date of this Agreement other than minutes related to the Transactions or the CME Merger Agreement and the transactions contemplated thereby or that have not been reviewed and approved by the GFI Board as of the date of this Agreement.

• Other than the payment of any CME Fee and Section 6.3 (Access to Information; Confidentiality) and Article IX (General Provisions) thereof, if applicable, in accordance with the terms of the CME Merger Agreement, GFI and the GFI Subsidiaries have no further obligations or liability under the CME Merger Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries.

• We continue to believe that we will be able to complete our tender offer expeditiously and that the GFI shareholders will recognize the superiority of our offer over the CME Merger Agreement and we encourage them to tender their shares.

• The restrictions in the Support Agreement continue for 12 months following the termination of the CME Merger Agreement.

• The civil ceremonies function is important to the County Council, not just in delivering its statutory duty, but also supporting tourism and the leisure industry.