CFIUS Clause Samples

CFIUS. (i) The Sellers and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. (ii) Within 30 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other parties with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other parties. If neither of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other with the reasonable opportunity to review and comment on any information provided to CFIUS to the extent permitted by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively sensitive information, or information not related to the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers and the Purchaser respectively, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively re...

CFIUS. The Company does not engage in (a) the design, fabrication, development, testing, production or manufacture of one (1) or more “critical technologies” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”); (b) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA. The Company has no current intention of engaging in such activities in the future.

CFIUS. The CFIUS Clearance shall have been obtained.

CFIUS. The Company is not a U.S. business that (i) produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies”; (ii) performs the functions as set forth in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure”; or (iii) maintains or collects, directly or indirectly, “sensitive personal data” of U.S. citizens, in each case as such terms in quotation marks are defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

CFIUS. (a) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake their respective reasonable best efforts to prepare and submit promptly, but in any event not later than [***] Days after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders), a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As promptly as practicable following the receipt of notification from CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPA. (b) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake its reasonable best efforts to (i) as promptly as practicable respond to any CFIUS request for information and/or documents with respect to such filings and/or the transactions contemplated hereby, and respond to CFIUS question sets within the prescribed period for response, or within such longer period of time permitted by CFIUS; (ii) permit each other to review any material communication by the other (subject to appropriate redactions to maintain the confidentiality of business information as mutually agreed to by the parties), and consult with the other in advance of any planned meeting or conference, with CFIUS, and, to the extent permitted by CFIUS, grant each other the opportunity to attend and participate in any such...

CFIUS. (a) As soon as reasonably practicable after the date of this Agreement, the Parties hereto shall prepare and file with the Committee on Foreign Investment in the United States (“CFIUS”) a draft joint voluntary notice under Section 721 of the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (together with the implementing regulations pursuant thereto, “Exon-F▇▇▇▇▇”) with respect to the transactions contemplated by this Agreement. After the Parties receive comments on the draft joint voluntary notice from CFIUS, the Parties shall, as soon as reasonably practicable, address such comments and file with CFIUS a final joint voluntary notice under Exon-F▇▇▇▇▇. The Parties hereto shall provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-F▇▇▇▇▇ review (and, if applicable, investigation) process as promptly as reasonably practicable, and in any event within the time period required under applicable Law or any extension thereto. The Parties hereto also shall use their respective commercially reasonable efforts to: (i) coordinate and cooperate fully with each other in connection with the drafting and filing of any submission, draft notice, and final notice filed with CFIUS and in any consideration, review, or investigation by CFIUS of the transactions contemplated by this Agreement; (ii) promptly inform the other Party of any communication received from CFIUS or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement; and (iii) permit each other Party, or each other Party's legal counsel, to review any communication by a Party to CFIUS (or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement) or from CFIUS (or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement) to a Party, and consult and cooperate with each other, and consider in good faith the views of one another, in advance of any planned meeting or conference with CFIUS or any Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement, and, to the extent permitted by CFIUS or such other Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this Agreement, gr...

CFIUS. Parent and the Company shall have received written confirmation from CFIUS that CFIUS has reviewed the information provided to it regarding the Merger and based on its review and investigation, and after full consideration of all relevant national security factors, including the factors enumerated in subsection (f) of Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, CFIUS has determined that there are no unresolved national security concerns with respect to the Merger.

CFIUS. Each of the Filing Parties (which shall, for purposes of this Section 8.5(d), include Polaris) agrees to use, and to cause its Affiliates to use, reasonable best efforts to obtain CFIUS Approval. (i) Such reasonable best efforts shall include, as soon as practicable following the date hereof (and in no event later than 15 Business Days following the date hereof), agreeing on parties to submit, and submitting or causing to be submitted to CFIUS, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting to CFIUS the final CFIUS Notice, which shall in any event be submitted promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Filing Parties that CFIUS has no questions or comments. (ii) Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Contemplated Transactions, within the time period specified by 31 C.F.R. §800.504(a)(3), or otherwise specified by the CFIUS staff. (iii) The Filing Parties shall, in connection with such reasonable best efforts to obtain the CFIUS Approval, (x) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (y) promptly inform the other Parties of any communication received by such Filing Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Parties of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(5)(vi); and (z) permit the other Parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Filing Parties the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses “(x),” “(y)” and “(z)”, subject to confidentiality considerations contemplated by the DPA or required by CFIUS. (iv) Notwithstanding anything to the contr...

CFIUS. Nothing in this agreement shall relieve Project Owner or its successors or assigns from complying with 31 CFR part 800 (Mergers, Acquisitions, and Takeovers by Foreign Persons) nor prevent or limit the parties from communicating in any form with CFIUS.