CFIUS Filing. The Seller acknowledges that after execution of this Agreement, the Buyer may inform CFIUS of the transactions contemplated by this Agreement. The Buyer and the Seller shall, as soon as practicable, but in any event no later than February 21, 2011, make all filings and submissions contemplated to be made or effected by them pursuant to the Exon-Xxxxxx Amendment.
CFIUS Filing. Each of the Company, the ESOP and Purchaser shall use its reasonable efforts to promptly take, and shall use its reasonable efforts to cause its Affiliates to promptly take, all actions and steps necessary to obtain any clearance or approval required to be obtained from CFIUS; provided that in no event shall Purchaser be obligated pursuant to this Section 6.5 to divest or terminate a portion of the business or assets of the Company, its Subsidiary or any of Purchaser’s or its Affiliates, other assets or businesses.
CFIUS Filing. Promptly after the Closing, (i) the TGE Group, GP Acquiror and GIC Investor shall make a CFIUS filing in respect of the applicable governance rights described in this Article II and (ii) the TGE Group, GP Acquiror and the Enagas Investor shall make a CFIUS filing in respect of the applicable governance rights described in this Article II. The TGE Group, TGE GP, Enagas Investor and GIC Investor, as applicable, shall use reasonable best efforts to obtain CFIUS approval of the applicable governance rights described in this Article II and the Post-CFIUS Approval Enagas Investment described in Article V (“CFIUS Approval”); provided, in connection with such CFIUS Approval, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require GIC Investor or Enagas Investor, nor any of their respective Affiliates or Subsidiaries (including for the avoidance of doubt any direct or indirect portfolio companies of entities advised or managed by GIC Investor or its Affiliates) to, and no Closing Silo Entity nor GP Acquiror shall be required to cause GIC Investor, Enagas Investor nor any of their respective Affiliates or Subsidiaries (including any portfolio companies referred to in the prior parenthetical) to, and no Closing Silo Entity nor GP Acquiror shall be required to, (i) enter into any agreement or undertaking that requires the holding of direct or indirect ownership interests contemplated to be held by GIC Investor or Enagas Investor in any member of the TGE Group or TGE GP through proxy holders or in a voting trust, (ii) alter the governance arrangements with respect to any member of the TGE Group or TGE GP in a manner that materially and adversely limits the contemplated governance rights of GIC Investor, Enagas Investor or their respective Affiliates in respect of any member of the TGE Group or TGE GP, (iii) diminish in any material respect the scope of the contemplated information rights of GIC Investor, Enagas Investor or their respective Affiliates with respect to any member of the TGE Group or TGE GP (other than with respect to identified matters of national security), (iv) provide any non-public financial information with respect to GIC Investor, Enagas Investor or their respective Affiliates (other than of the type or to the extent previously provided to a Governmental Entity in previous applications under substantially similar standards of confidentiality) or (v) take, offer or accept, or agree, commit to a...
CFIUS Filing. The parties shall use commercially reasonable efforts to (i) take the CFIUS Filing Actions and the CFIUS Cooperation Actions, (ii) obtain the CFIUS Clearance as promptly as practicable, (iii) comply at the earliest practicable date with any request for information or documentary material received by the Investor or any of its Affiliates from any governmental, regulatory or stock exchange authority, and (iv) avoid the entry of any governmental order whether temporary, preliminary or permanent, with respect to CFIUS Clearance, that would have the effect of prohibiting, preventing or restricting consummation of the transactions contemplated hereby, provided that for the avoidance of doubt, commercially reasonable efforts under clauses (i) to (iv) shall not require the Investor to accept any proposed mitigation agreement that would have an adverse economic impact on the Investor or any of its Affiliates or unduly limit the Investor’s governance rights in the Company. The Investor and its Affiliates shall pay the cost of all fees payable to a governmental, regulatory or stock exchange authority in connection with filings in connection with obtaining CFIUS Clearance.
CFIUS Filing. Subject to the terms and conditions of this Agreement, each Party hereto agrees to (and to cause their Affiliates to) cooperate with one another with respect to any CFIUS Filing made in connection with the Transactions and obtaining the CFIUS Approval in connection with the Transactions, and such cooperation shall include (i) as promptly as practicable, providing any information to one another, or, as each Party hereto reasonably determines in its sole discretion, confidentially to CFIUS as needed to comply with making a joint voluntary notice pursuant to 31 C.F.R. § 800.501 (a “CFIUS Filing”) or to respond to any request for information from CFIUS pursuant to the DPA and (ii) reasonably cooperating with one another in connection with CFIUS’s review of the CFIUS Filing. Without limitation of the foregoing, but subject to the terms and conditions of this Agreement, each Party hereto agrees to (or to cause their Affiliates to) (A) within twenty (20) Business Days after the date hereof, file a draft CFIUS Filing in respect of the Transactions with CFIUS and engage in the pre-notice consultation process with CFIUS with respect thereto; (B) following such pre-notice consultation, as promptly as practicable after the receipt of any comments to the draft CFIUS Filing or confirmation from CFIUS that it has no comments to such draft CFIUS Filing, make the formal CFIUS Filing; (C) as promptly as practicable, comply with any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the Transactions; (D) ensure that any information furnished to CFIUS is true, complete and correct in all material respects; and (E) cooperate with one another in connection with CFIUS’s review of the CFIUS Filing and the Transactions and in connection with resolving any investigation or other inquiry of any Governmental Authority under the DPA with respect to the transactions contemplated by this Agreement. Parent and/or Merger Sub shall be fully responsible for the payment of the of the filing fee related to the CFIUS Filing required pursuant to 31 C.F.R. Part 800.
CFIUS Filing. After execution of this Agreement, Parent and SKT shall inform CFIUS of the transactions contemplated by this Agreement. The parties shall, within fifteen (15) days after the date of this Agreement, make all filings and submissions contemplated to be made or effected by them pursuant to the Exon-Xxxxxx Amendment.
CFIUS Filing. (a) Should Buyer and Seller mutually determine within 15 days of the date of this Agreement that it is necessary or advisable, Buyer and Seller will use all commercially reasonable efforts to, as promptly as practicable after such determination, make a joint filing with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 with respect to the transactions contemplated by this Agreement and supply each other with all information necessary to complete the preparation and submission of such joint filing as required by 31 C.F.R. § 800.402 (“CFIUS Information”).
CFIUS Filing. (a) To the extent any of the following have not been completed prior to the date hereof, as soon as practicable after the date of this Agreement, Parent and the Company shall prepare and file the CFIUS Declaration or, as mutually agreed by Parent and the Company, the CFIUS Notice. Each of Parent and the Company shall use their respective reasonable best efforts to obtain CFIUS Approval, including without limitation (i) promptly preparing and submitting a CFIUS Notice in the event that CFIUS requests that Parent and/or the Company submit a CFIUS Notice pursuant to 31 C.F.R. § 800.407(a)(1); and (ii) providing any additional information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS assessment, review, or investigation of the transaction contemplated by this Agreement, within the time periods specified in the applicable regulations, or otherwise specified by the CFIUS staff.
CFIUS Filing. In furtherance and not in limitation of Section 8.01(a) and Section 8.01(b) and subject to Section 8.01(g), Parent and the Company shall use their reasonable best efforts to cooperate to (i) promptly pre-file and subsequently file with CFIUS a joint voluntary notice regarding the Merger pursuant to the DPA (the “CFIUS Filing”) and (ii) timely respond to any questions posed by CFIUS during the pre-filing period or CFIUS’s review or investigation of the Merger. Parent and the Company shall each use reasonable best efforts to promptly provide all necessary information for the CFIUS Filing, to complete the CFIUS Filing in a timely manner and to timely respond to any requests by CFIUS for additional information, and shall each use reasonable best efforts to keep the other generally apprised of communications with, and requests for additional information from CFIUS. Subject to Applicable Law or requests of CFIUS, Parent and the Company shall provide outside legal counsel for the other party and the Clean Team with a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, the CFIUS Filing and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to CFIUS; provided, that materials may be redacted or withheld (i) as necessary to comply with contractual agreements and Applicable Law, (ii) as necessary to address reasonable privilege or confidentiality concerns (it being understood that trade secrets or other confidential intellectual property shall be shared between the parties on an outside counsel only basis) and (iii) to remove references concerning the valuation of the Company and its Subsidiaries (it being understood that the terms of this proviso shall in no way limit the information that would be required by this Agreement to be shared with CFIUS or any other Governmental Authority). Subject to Applicable Law, the reasonable requests of CFIUS and timing considerations, the Company and Parent will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company or Parent relating to CFIUS proceedings.
CFIUS Filing. Each of the Parties shall exercise its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to satisfy the CFIUS Condition, including: (a) reasonably promptly after the date hereof, making any draft and final notification under FINSA in connection with the CFIUS Condition and providing any information requested by CFIUS or any agency thereof in connection with its review under FINSA of the transactions contemplated by this Agreement, and (b) cooperating with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies, or portions thereof, of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Body under FINSA with respect to any such filing or any such transaction. Each Party shall use its reasonable best efforts to furnish to each other Party all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. To the extent permitted by applicable Law, each Party shall promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other Parties sufficient prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate in such meeting. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under FINSA. Without limiting the foregoing, each of the New York Parties and London Parties shall take such actions and agree to such requirements or conditions to mitigate any national security concerns as may be requested or required by CFIUS in connection with, or as a condition of, the satisfaction of the...
