Common use of Expiration of the Offer Clause in Contracts

Expiration of the Offer. The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time on the fifth Business Day (or such later date as may be required by applicable Law) following the date of this Agreement (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFI, Purchaser shall not (i) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vi) otherwise amend, modify or supplement the Offer in a manner materially adverse to the holders of Shares or in a manner which would delay consummation of the Offer. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1.

Expiration of the Offer. The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m.12:00 midnight, New York City time time, at the end of the day on the later of (x) the fifth Business Day (or such later date as may be required by applicable Law) following the date filing of this Agreement the amended Offer Documents pursuant to Section 1.2(a) (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) and (y) the tenth day following the filing of the information statement contemplated by Section 1.4(b) (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFI, Purchaser shall not (i) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP Parent to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vi) otherwise amend, modify or supplement the Offer in a manner materially adverse to the holders of Shares or in a manner which would delay consummation of the Offer. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1.

Expiration of the Offer. The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m.12:00 midnight, New York City time time, at the end of the day on the later of (x) the fifth Business Day (or such later date as may be required by applicable Law) following the date filing of this Agreement the amended Offer Documents pursuant to Section 1.2(a) (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) and (y) the tenth day following the filing of the information statement contemplated by Section 1.4(b) (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFI, Purchaser shall not (i) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP Parent to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vi) otherwise amend, modify or supplement the Offer in a manner materially adverse to the holders of Shares or in a manner which would delay consummation of the Offer. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1.

Expiration of the Offer. The expiration date Offer shall expire at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the amended Exchange Act); provided, that if the initial expiration of the Offer Documents would otherwise be scheduled to occur on December 20, 2013, December 23, 2013 or December 24, 2013, the Offer shall be 5:00 expire at 6:00 p.m., New York City time time, on the fifth Business Day December 26, 2013 (such time, or such later date as may be required by applicable Law) following subsequent time to which the date expiration of this Agreement (such date, the “Initial Expiration Date”) or, if the Offer has been is extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with terms of this Agreement, the “Expiration Date”). Purchaser Merger Sub expressly reserves the right, at any time, to, in its sole discretion, to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFIthe Company, Purchaser Merger Sub shall not (i) reduce the number of Shares shares of GFI Company Common Stock subject to sought in the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the OfferPrice, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions conditions set forth in Exhibit A or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or Condition in a manner adverse to the any holders of Shares Company Common Stock, (v) except as otherwise provided in this Section 1.1(b), extend or which would delay consummation otherwise change the Expiration Date of the Offer, (vvi) extend change the Expiration Date other than form of consideration payable in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vivii) otherwise amend, modify or supplement any of the terms of the Offer in a manner materially adverse to the any holders of Shares Company Common Stock. Notwithstanding anything in this Agreement to the contrary, Merger Sub may, in its sole discretion, without consent of the Company, (A) without limiting Parent’s or Merger Sub’s obligations under the following sentence, extend the Offer on one or more occasions, in a manner which would delay consummation consecutive increments not more than ten (10) Business Days (or such longer period as the parties hereto may agree) each, if on any then-scheduled Expiration Date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or any period otherwise required by applicable Law. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any then-scheduled Expiration Date of the Offer. Purchaser , Merger Sub shall (and Parent shall cause Merger Sub to) (I) if any of the Offer Conditions set forth in clause (ii) of Exhibit A or in paragraph (a) or (b) of clause (iii) of Exhibit A shall not terminate have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, and provided, that it is reasonably expected that such condition or conditions shall be satisfied prior to the Termination Date, extend the Offer prior on one or more occasions, in consecutive increments of up to ten (10) Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (II) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (iii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date without Date, but all the prior written consent other Offer Conditions set forth in Exhibit A (other than in paragraph (f) of GFIclause (iii) of Exhibit A) shall be satisfied on such then-scheduled Expiration Date, except if extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days (or such longer period as the parties hereto may agree) each, for an aggregate period of time of not more than twenty (20) Business Days; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Termination Date. In no event shall Merger Sub be required to extend the Offer at any time that Parent or Merger Sub is permitted to terminate this Agreement is terminated pursuant to Section 7.1Agreement.

Expiration of the Offer. The expiration date Subject to the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer pursuant to the amended Offer Documents shall be 5:00 p.m.remain open, unless extended as provided below, until midnight, New York City time time, at the end of the day on the fifth Business Day date that is twenty (or such later date as may be required by applicable Law20) following business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is commenced (within the meaning of this Agreement Rule 14d-2 promulgated under the Exchange Act) (such time and date, the “Initial Expiration Date”) or, or if the Offer Initial Expiration Date has been extended in accordance with this Agreement, at on the time and date to which the Offer has been so extended (the Initial Expiration Date Date, or such later time and date to which the Offer Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves Notwithstanding the rightforegoing or anything to the contrary set forth in this Agreement, at any time(i) Merger Sub shall, and Parent shall cause Merger Sub to, extend or re-extend the Offer for successive extension periods of ten (10) business days (for this purpose calculated in its sole discretion, waive, accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) in whole or in part, the event that any Offer of the Minimum Condition or modify the terms other Offer Conditions are not satisfied or waived (to the extent permitted by Section 1.1(c)) as of any then scheduled Expiration Date until such time as the Minimum Condition and the other Offer Conditions are satisfied or waived (to the extent permitted by Section 1.1(c)), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend or re-extend the Offer for any period required by any Governmental Body or any rule, regulation, interpretation or position of the SEC or the staff thereof or the NASDAQ Global Market applicable to the Offer; provided, however, that, without that notwithstanding the prior written consent of GFI, Purchaser shall not foregoing clauses (i) reduce the number of Shares of GFI Common Stock subject to the Offer, and (ii) reduce of this Section 1.1(d), in no event shall Merger Sub be required to extend the Offer Price or change beyond the form of consideration payable in the Offer, End Date and (iii) changeMerger Sub shall provide for a subsequent offering period (and one or more extensions thereof) in accordance with Section 1.1(e) hereof. If this Agreement has been terminated pursuant to Section 8 before the acceptance by Merger Sub of shares of Company Common Stock for payment, modify or waive the Minimum Tender ConditionMerger Sub shall, (iv) add to and Parent shall cause Merger Sub to, promptly terminate the Offer Conditions without accepting any shares of Company Common Stock for payment and return all shares of Company Common Stock deposited by or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to on behalf of the holders of Shares or which would delay consummation of the Offer, (vCompany Common Stock in compliance with Rule 14e-1(c) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vi) otherwise amend, modify or supplement the Offer in a manner materially adverse to the holders of Shares or in a manner which would delay consummation of the Offer. Purchaser Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1the Company.

Expiration of the Offer. The expiration date of On the terms and subject to the conditions set forth in the Offer pursuant to Documents, the amended Offer Documents shall be remain open until 5:00 p.m.P.M., New York City time time, on the fifth twenty first (21st) Business Day after the date on which the Offer is commenced (the “Initial Expiration Date”), or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or such later date as may be required by applicable Law) following the date of this Agreement (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this AgreementSection 1.1(e), the “Expiration Date”). Purchaser expressly reserves Notwithstanding the rightforegoing, at any time(i) if, to, in its sole discretion, waive, in whole or in parton the Expiration Date, any Offer Condition or modify the terms of the Offer; providedTender Offer Conditions are not satisfied or waived, however, thatthen (x) Merger Sub may, without the prior written consent of GFICompany’s consent, Purchaser shall not or (iy) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce extent requested in writing by the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied Company no less than five one (1) Business Days Day prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act)Date, no such consent of GFI Merger Sub shall, and Parent shall be required for BGCP to cause Merger Sub to, extend the Offer for a period one or more successive periods of up to five (5) Business Days (or such longer period as determined pursuant the parties may agree) per extension until such condition(s) has been satisfied or waived (to Rule 14d-1(g)(3the extent waivable in accordance with the terms and conditions of this Agreement); provided that Merger Sub may not, and shall not be required to, extend the Offer beyond November 30, 2012 (the “Termination Date”); and, provided, further, if, on any Expiration Date, the Minimum Condition is the only Tender Offer Condition that has not been satisfied or waived (to the extent waivable in accordance with the terms and conditions of this Agreement), then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one or more successive periods of up to five (5) Business Days each, with the total of such extensions not to exceed the earlier to occur of (x) ten (10) Business Days and (y) the Termination Date; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the Exchange Act) SEC or (vi) otherwise amend, modify or supplement its staff applicable to the Offer in a manner materially adverse or necessary to resolve any comments of the SEC or its staff applicable to the holders of Shares Offer or the Offer Documents; provided that the extensions in a manner which would delay consummation of this Section 1.1(e) shall be subject to Parent’s and the Offer. Purchaser shall not Company’s right to terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to in accordance with Section 7.18.1.

Expiration of the Offer. The expiration Offer shall expire at midnight at the end of the date that is twenty (20) business days after the commencement of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time on the fifth Business Day (or such later date as may be required by applicable Law) following the date of this Agreement (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFI, Purchaser shall not (i) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP to extend the Offer for a period of up to five Business Days (as determined pursuant to using Rule 14d-1(g)(3) of the Exchange Act) (such time, or (vi) otherwise amend, modify or supplement such subsequent time to which the expiration of the Offer is extended in a manner materially adverse accordance with the terms of this Agreement, the “Expiration Time”); provided, however, that, subject to the holders provisions of Shares Article VIII, (i) if at the Expiration Time, any Offer Condition shall not have been satisfied or waived (to the extent permitted under applicable Law), Merger Sub may, in a manner which would delay consummation its sole discretion, without the consent of the Offer. Purchaser Company, extend the Offer for one or more consecutive increments of not more than ten (10) Business Days each (the length of such period to be determined by Parent or Merger Sub), until the earlier of (A) the termination of this Agreement in accordance with its terms and (B) the Outside Date and (ii) if at the Expiration Time, any Offer Condition shall not terminate have been satisfied or waived (to the extent permitted under applicable Law), Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer prior at the request of the Company for one or more consecutive increments of not more than ten (10) Business Days each (the length of such period to any scheduled Expiration Date without be determined by Parent or Merger Sub after consultation with the prior written consent Company), until the earlier of GFI, except if (A) the termination of this Agreement is terminated pursuant in accordance with its terms and (B) the Outside Date. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”), the staff thereof or the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer or as may be required by any other Governmental Entity; provided, that Merger Sub shall not be required to extend the Offer to a date later than the Outside Date. Nothing contained in this Section 7.11.1(b) shall affect any termination rights in Article VIII.

Expiration of the Offer. The expiration date of Subject to the terms and conditions set forth in the Offer pursuant to Documents, the amended Offer Documents shall be 5:00 p.m.remain open until midnight, New York City time, on April 2, 2012 (the “Initial Expiration Date”), or, if the period of time on for which the fifth Business Day (Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(e) or such later date as may be required by applicable Law) following the date of this Agreement (such date, the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this AgreementSection 1.1(e), the “Expiration Date”). Purchaser expressly reserves Notwithstanding the rightforegoing, at any time(i) if, to, in its sole discretion, waive, in whole or in parton the Expiration Date, any Offer Condition or modify the terms of the Offer; providedTender Offer Conditions are not satisfied or waived, however, thatthen (x) Merger Sub may, without the prior written consent of GFICompany’s consent, Purchaser shall not or (iy) reduce the number of Shares of GFI Common Stock subject to the Offer, (ii) reduce extent requested in writing by the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied Company no less than five one (1) Business Days Day prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act)Date, no such consent of GFI Merger Sub shall, and Parent shall be required for BGCP to cause Merger Sub to, extend the Offer for a period one or more successive periods of up to five (5) Business Days (or such longer period as determined pursuant the parties may agree) per extension until such condition(s) has been satisfied or waived; provided that Merger Sub may not, and shall not be required to, extend the Offer beyond June 4, 2012 (the “Termination Date”); and, provided, further, if, on any Expiration Date, the Minimum Condition is the only Tender Offer Condition that has not been satisfied or waived (to Rule 14d-1(g)(3the extent waivable in accordance with the terms and conditions of this Agreement), then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one or more successive periods of up to five (5) Business Days each, with the total of such extensions not to exceed the earlier to occur of (x) ten (10) Business Days and (y) the Termination Date; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the Exchange Act) SEC or (vi) otherwise amend, modify or supplement its staff applicable to the Offer in a manner materially adverse or necessary to resolve any comments of the SEC or its staff applicable to the holders of Shares Offer or the Offer Documents; provided that the extensions in a manner which would delay consummation of this Section 1.1(e) shall be subject to Parent’s and the Offer. Purchaser shall not Company’s right to terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to in accordance with Section 7.18.1.

Expiration of the Offer. The expiration date of Subject to the terms and conditions set forth in the Offer pursuant to Documents, the amended Offer Documents shall be 5:00 p.m.remain open until midnight, New York City time on time, at the fifth Business Day end of the twentieth (or such later date as may be required by applicable Law20th) following business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date of this Agreement that the Offer is commenced (such date, the “Initial Expiration Date”) or, if the period of time for which the Offer has is open shall have been extended pursuant to, and in accordance with with, this AgreementSection 1.01(e) or as may be required by applicable Law, at the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this AgreementSection 1.01(e), the “Expiration Date”). Purchaser expressly reserves Notwithstanding the rightforegoing, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of GFI, Purchaser shall not (i) reduce if, on the number Expiration Date, any of Shares the Tender Offer Conditions are not satisfied or waived, Merger Sub may extend the Offer for successive extension periods of GFI Common Stock subject not more than five (5) business days (or for such longer period as the parties may agree) each in order to permit the satisfaction of the conditions to the Offer, (ii) reduce if, on the Expiration Date, any of the Tender Offer Conditions are not satisfied or waived and there has not been a Change in the Company Recommendation then, to the extent requested in writing by the Company no less than one (1) business day prior to the Expiration Date, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer Price for up to five (5) business days (or change such longer period as the form parties may agree) per extension until such condition(s) has been satisfied or waived; provided, that Merger Sub shall not be required to extend the Offer beyond March 31, 2011 (the “Termination Date”); provided, further, that if the only Tender Offer Condition which has not been satisfied as of consideration payable the Termination Date is the Regulatory Condition, the Termination Date shall be April 30, 2011, and (iii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents. Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01 hereof. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the acceptance for payment of shares of Company Common Stock tendered in the Offer, (iii) changeMerger Sub shall, modify or waive the Minimum Tender Conditionand Parent shall cause Merger Sub to, (iv) add promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the Offer Conditions or modify or change any condition to the Offer to make such or any other condition to the Offer more difficult to satisfy or in a manner adverse to the registered holders of Shares or which would delay consummation of the Offer, (v) extend the Expiration Date other than in accordance with this Agreement and except for any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act; provided, however, that if the Regulatory Condition shall have been satisfied less than five Business Days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of GFI shall be required for BGCP to extend the Offer for a period of up to five Business Days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act) or (vi) otherwise amend, modify or supplement the Offer in a manner materially adverse to the holders of Shares or in a manner which would delay consummation of the Offer. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of GFI, except if this Agreement is terminated pursuant to Section 7.1thereof.