CFIUS Review Sample Clauses
The CFIUS Review clause outlines the process by which a transaction is subject to review by the Committee on Foreign Investment in the United States (CFIUS) to assess potential national security implications. This clause typically requires the parties to cooperate in submitting necessary filings, respond to CFIUS inquiries, and may condition closing on receiving CFIUS approval or the expiration of the review period without objection. Its core function is to ensure compliance with U.S. regulations regarding foreign investment, thereby mitigating the risk of government intervention or unwinding of the transaction due to national security concerns.
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CFIUS Review. The Company and Purchaser shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that its review of the transactions contemplated by this Agreement has concluded or, in the event of an investigation, that CFIUS has terminated such investigation, and there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement.
CFIUS Review. Each of the Investor and the Company shall use its reasonable best efforts to obtain a written notification issued by the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS has concluded a review of the notification voluntarily filed jointly by the Investor and the Company pursuant to the Exon-▇▇▇▇▇▇ Provision and determined not to conduct a full investigation or, if a full investigation is deemed to be required, notification that the United States government will not take action to prevent the consummation of the transactions contemplated by this Agreement (such notification, the “CFIUS Approval”). Without limiting the foregoing, the requirement of the Investor and the Company to use their reasonable best efforts to obtain CFIUS Approval shall include promptly making any pre-notification and notification filings required in connection with CFIUS Approval, and providing any information requested by CFIUS or any other agency or branch of the United States government in connection with their review of the transactions contemplated by this Agreement. Such efforts also shall include, to the extent necessary to obtain CFIUS Approval, the execution of mitigation agreements containing terms customarily included in such mitigation agreements, provided however that no party shall be required to enter into any agreement that materially interferes with the Investor’s ability to exercise any and all rights accorded to them pursuant to the terms of this Agreement and the Stockholder Agreement.
CFIUS Review. The CFIUS Approval has been obtained.
CFIUS Review. During the term of the Loan, Borrower shall (and shall cause the holders of direct and/or indirect, legal and/or beneficial, interests in Borrower to) (i) within five (5) days of receipt of the same, notify Lender, and provide Lender with a copy, of any inquiry received from CFIUS or any other Governmental Authority related to Borrower’s acquisition of the Property, (ii) make any filing requested by CFIUS related to Borrower’s acquisition of the Property, (iii) cooperate with, and fully respond to any inquiries received from, CFIUS or any Governmental Authority related to CFIUS’s review and/or investigation (the “CFIUS Review”) related to Borrower’s acquisition of the Property, in each case within the time permitted by CFIUS or such Governmental Authority, as applicable, and (iv) subject to the terms and conditions hereof (including, without limitation, Section 4.2 hereof), take any mitigation measures requested by CFIUS and/or any Governmental Authority in connection with the CFIUS Review.
CFIUS Review. Review by CFIUS shall have been concluded, and the President of the United States of America shall not have taken action to block or prevent the consummation of the Transactions and other transactions contemplated by this Agreement and no requirements or conditions to mitigate any national security concerns shall have been imposed, other than requirements or conditions that would not be reasonably likely to result in a London Burdensome Condition or a New York Burdensome Condition (the “CFIUS Condition”).
CFIUS Review. (a) As soon as practicable after the date hereof, the Investor, the Guarantor and the Company shall prepare, prefile and file with the Committee on Foreign Investment in the United States (“CFIUS”) a joint voluntary notice pursuant to Exon-▇▇▇▇▇▇ of the transactions contemplated hereby (the “CFIUS Filing”). The Investor, the Guarantor and the Company shall each, to their fullest ability, provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies within three (3) Business Days of receiving such request, or such longer period as permitted by CFIUS, during the Exon-▇▇▇▇▇▇ review process. Subject to the terms and conditions of this Agreement, the Investor, the Guarantor and the Company shall, on a cooperative basis, use their respective reasonable best efforts to take all steps advisable, necessary or desirable to finally and successfully complete the Exon‑▇▇▇▇▇▇ review process as promptly as practicable and to make any and all commercially reasonable undertakings necessary to obtain the CFIUS Approval prior to February 29, 2016; provided, however, that notwithstanding any provision of this Agreement, no party shall have any obligation to offer or agree to any commitment or arrangement or any term, condition, limitation or restriction of any type or nature that would reasonably be expected to constitute or result in any Impediment with respect to such party or any of its Affiliates.
(b) Without limiting the foregoing, the Investor, the Guarantor and the Company shall, on a cooperative basis and subject to the terms and conditions of this Agreement, use their respective reasonable best efforts to take all steps advisable, necessary and desirable to obtain a written determination by CFIUS that the transactions contemplated by this Agreement are not subject to Exon-▇▇▇▇▇▇ (the “CFIUS Determination”); provided that notwithstanding the foregoing, neither the Investor nor the Guarantor shall be required to offer or agree to any changes to or limitations of the Investor’s rights under the Transaction Documents (including the Investor Rights Agreement). If, upon the conclusion of the 30-day Exon-▇▇▇▇▇▇ review period (including any additional 30-day Exon-▇▇▇▇▇▇ review period resulting from the parties’ mutual agreement, and permission from CFIUS, to withdraw and re-submit the CFIUS Filing), the parties have failed to obtain the CFIUS Determination, then each of the Investor and the Company shall have the right to terminate t...
CFIUS Review. Each of the Investor and the Company shall use its reasonable best efforts to obtain the CFIUS Approval. Without limiting the foregoing, the requirement of the Investor and the Company to use their reasonable best efforts to obtain the CFIUS Approval shall include promptly (and in any event, the draft notification filing within 20 Business Days following (but not including) the date hereof or on such date as otherwise agreed by both parties) making any pre-notification and notification filings required in connection with obtaining the CFIUS Approval, and providing any information requested by CFIUS or any other agency or branch of the United States government in connection with their review of the transactions contemplated by this Agreement. Such efforts also shall include all other efforts necessary to obtain the CFIUS Approval (including entering into an agreement pursuant to the DPA intended to address any national security concerns) that are not reasonably likely to result in a Substantial Detriment.