Common use of CFIUS Filing Clause in Contracts

CFIUS Filing. (i) Each of the Parties shall cooperate in good faith and use their reasonable best efforts to: (i) as promptly as practicable prepare and submit to CFIUS a declaration concerning the transactions contemplated hereby in accordance with the DPA (the “CFIUS Declaration”); and (ii) after submitting the CFIUS Declaration, as promptly as practicable respond (and cause its respective Affiliates to respond) to any request for additional information, documents, or other materials from CFIUS no later than the time frame set forth in the DPA or within a longer time frame approved by CFIUS in writing, provided that any Party, after consultation with each such other Party, may request in good faith an extension of time pursuant to 31 C.F.R. § 800.403(a)(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Declaration. (ii) Without limiting any of the foregoing, each Party shall (and shall cause its respective Affiliates to), use its reasonable best efforts to obtain CFIUS Approval as promptly as practicable after the Original Agreement Date. Such reasonable best efforts shall include promptly after the Original Agreement Date (1) participating (or directing its Representatives to participate) in any informal pre-filing discussions with representatives of CFIUS; (2) drafting, coordinating, and submitting the declaration to CFIUS, including by allowing each such other Party to have an opportunity to review in advance and comment on drafts of filings and submissions, subject to redactions of information reasonably determined by such other Party to be business confidential; (3) informing each such other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other 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), any communications that are otherwise requested by CFIUS to remain confidential from each such other Party or information reasonably determined by such other Party to be business confidential; (4) permitting each other to review in advance any written or oral communication that any Party gives to CFIUS, except for any communications that are requested by CFIUS to remain confidential from each such other Party or information reasonably determined by such Party to be business confidential, and reasonably consulting with each other Party in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, giving each other Party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS; (5) preparing for and attending any meetings with CFIUS; and (6) taking any other reasonably requested action in furtherance of CFIUS Approval. (iii) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that CFIUS notifies the Parties in writing that CFIUS has recommended or intends to recommend in a report that the President prohibit the transactions contemplated hereby (a “CFIUS Turndown”), the Company or Parent may, in its discretion, request a withdrawal of the CFIUS Declaration filed with CFIUS in connection with the CFIUS Approval, none of the Parties shall have any further obligation to seek CFIUS Approval and this Agreement may be terminated in accordance with Section 8.1.

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) Each of promptly preparing and submitting a CFIUS Notice in the Parties shall cooperate in good faith and use their reasonable best efforts to: (i) as promptly as practicable prepare and event that CFIUS requests that Parent and/or the Company submit a CFIUS Notice pursuant to CFIUS a declaration concerning the transactions contemplated hereby in accordance with the DPA (the “CFIUS Declaration”31 C.F.R. § 800.407(a)(1); and (ii) after submitting providing any additional information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS Declarationassessment, as promptly as practicable respond (and cause its respective Affiliates to respond) to any request for additional information, documentsreview, or other materials from CFIUS no later than investigation of the transaction contemplated by this Agreement, within the time frame set forth periods specified in the DPA applicable regulations, or within a longer time frame approved otherwise specified by CFIUS in writing, provided that any Party, after consultation with each such other Party, may request in good faith an extension of time pursuant to 31 C.F.R. § 800.403(a)(3) to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Declarationstaff. (iib) Without limiting any of Parent and the foregoingCompany shall, each Party shall (and shall cause its respective Affiliates to), use its reasonable best in connection with the efforts to obtain the CFIUS Approval as promptly as practicable after Approval, (i) cooperate in all respects and consult with each other in connection with the Original Agreement Date. Such reasonable best efforts shall include promptly after the Original Agreement Date (1) participating (CFIUS Declaration or directing its Representatives to participate) in any informal pre-filing discussions with representatives of CFIUS; (2) drafting, coordinating, and submitting the declaration to CFIUSCFIUS Notice, including by allowing each such the other Party party to have an a reasonable opportunity to review in advance and comment on drafts of filings and submissions, subject to redactions of information reasonably determined by such other Party to be business confidential; (3ii) informing each such promptly inform the other Party party of any communication received by such Party party from, or given by such Party party to, CFIUS, by promptly providing copies to the other party 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), any communications that are otherwise requested by CFIUS and subject to remain redactions to preserve business confidential from each such information; and (iii) permit the other Party or information reasonably determined by such other Party to be business confidential; (4) permitting each other party to review in advance any written or oral communication that any Party it gives to CFIUS, except for any communications that are requested by CFIUS to remain confidential from each such other Party or information reasonably determined by such Party to be business confidentialto, and reasonably consulting consult with each other Party in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, giving each give the other Party party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS; , in each of clauses (5i), (ii) preparing for and attending any meetings with CFIUS; and (6) taking any other reasonably requested action in furtherance of CFIUS Approval. (iii) of this Section 6.3(b) subject to confidentiality considerations contemplated by the DPA or required by CFIUS. Notwithstanding the foregoing foregoing, (A) none of Parent or anything to Merger Sub or any of their respective Subsidiaries and Affiliates shall be required and (B) the contrary contained in this AgreementCompany, without the prior written consent of Parent, shall not be permitted, in the event that CFIUS notifies the Parties case of each of clauses (A) and (B), to undertake any efforts or take any action in writing that CFIUS has recommended connection with obtaining any action or intends nonaction, waiver, consent or approval with respect to recommend in a report that the President prohibit the transactions contemplated hereby (by this Agreement if the undertaking of such efforts or taking of such action would reasonably be expected to result in a “CFIUS Turndown”)Burdensome Condition, and none of Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, and none of the Company or Parent may, in any of its discretion, request a withdrawal of Subsidiaries shall be required to take any such action that is not conditioned upon the CFIUS Declaration filed with CFIUS in connection with the CFIUS Approval, none of the Parties shall have any further obligation to seek CFIUS Approval and this Agreement may be terminated in accordance with Section 8.1Closing.