Common use of CFIUS Clause in Contracts

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, grant the other parties the opportunity to attend and participate in any such planned meeting or conference; provided, that, notwithstanding anything to the contrary in this Section 4.9, no Party shall be obligated to disclose to the other Party any communication or material that the Party considers to be proprietary or confidential. (b) The Parties, in cooperation with each other, shall take all commercially reasonable steps that are advisable, necessary, or desirable to finally and successfully complete the Exon- F▇▇▇▇▇ review (and, if applicable, investigation) process and obtain CFIUS Approval as promptly as practicable. Without limiting the foregoing, the Parties agree to accept mitigation measures imposed as a condition of obtaining CFIUS Approval as long as such measures do not, in the reasonable discretion of the relevant Party, have a material negative impact on the business or the benefit that relevant Party hopes to obtain by virtue of the transactions contemplated by this Agreement. (c) As used in this Agreement, “CFIUS Approval” means (i) a written notification issued by CFIUS that it has determined that the transactions contemplated by this Agreement are not a "covered transaction" pursuant to Exon-F▇▇▇▇▇, (ii) a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) of the transactions contemplated by this Agreement, and such determination is not conditioned upon the commitment of Purchaser or Company to take any action described in this Section 4.9, or (iii) if CFIUS has sent a report to the President of the United States requesting the President's decision with respect to the transactions contemplated by this Agreement, and either (A) the period under Exon-F▇▇▇▇▇ during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement has expired without any such action being announced or taken, or (B) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement and has not required Purchaser or Company to take any action described in this Section 4.9.

CFIUS. (a) As soon Pursuant to this Section 6.19 and in accordance with the DPA, at the election of Buyer, and unless ▇▇▇▇▇ notifies the Company otherwise, or upon the request of CFIUS, the Sellers, the Company, and the Buyer shall submit or cause to be submitted to CFIUS a joint declaration or notice (“CFIUS Filing”) with respect to the Transactions as reasonably practicable promptly as practicable, but in no event later than sixty (60) Days after the date of this Agreement. The Sellers, Company, and/or the Parties hereto Buyer shall prepare and file with the Committee on Foreign Investment in the United States (“CFIUS”) submit a draft joint voluntary notice under Section 721 of the Defense Production Act of 1950CFIUS Filing, 50 U.S.C. app. § 2170, as amended (together with the implementing regulations pursuant thereto, “Exon-F▇▇▇▇▇”) with respect and then work diligently to the transactions contemplated by this Agreement. After the Parties receive promptly finalize and file a final CFIUS Filing addressing any comments or questions received from CFIUS on the draft joint voluntary notice from CFIUS, the CFIUS Filing. The Parties shall, as soon as reasonably practicableand shall cause their respective Affiliates, address such comments to assist with and file with provide any information and documents need for the preparation of the CFIUS a final joint voluntary notice under Exon-F▇▇▇▇▇. The Parties hereto shall filing and to provide CFIUS with any additional or supplemental information requested by CFIUS or during its member agencies during the Exon-F▇▇▇▇▇ review assessment, (and, if applicable) review, (and, if applicable, investigation) process as promptly as reasonably practicablewithin three (3) Business Days (in the case of a CFIUS Notice) and within two (2) Business Days (in the case of a CFIUS Declaration) or by the deadline stated in the inquiry from CFIUS, unless an extension is granted in writing by CFIUS. In the case of filing of a CFIUS Notice with respect to the Transactions, the filing fee paid to CFIUS shall be at ▇▇▇▇▇’s expense. (b) The Parties shall, and in any event within the time period required under applicable Law or any extension thereto. The Parties hereto also shall use cause their respective commercially reasonable efforts Affiliates to cooperate in good faith 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 its counsel, to review upon receipt of any substantive communication received by a such Party from, or given by such Party to CFIUS regarding any such filing, submission, proceeding or the Transactions; (ii) permit each other Party or any Governmental Entity involved its counsel to review and discuss reasonably 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 otheradvance, and consider in good faith the views of one anothereach other Party or its counsel in connection with, any proposed substantive communication to be given by it to CFIUS, (iii) give each other Party or its counsel reasonable advance notice of any in-person meeting, and any conference call that is initiated by such Party or scheduled in advance of any planned meeting or conference with CFIUS or any Governmental Entity involved in CFIUS's considerationsuch private party, review, and not participate independently therein without first giving each other Party 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, grant the other parties the its counsel reasonable opportunity to attend and participate therein or, in any the event such planned meeting or conference; provided, that, notwithstanding anything to the contrary in this Section 4.9, no Party shall be obligated to disclose to the other Party any communication or material that its counsel does not attend or participate therein, consulting with such other Party or its counsel reasonably in advance and considering in good faith the views of such other Party considers to be proprietary or confidentialits counsel in connection therewith. (bc) The Parties, in cooperation with each other, shall use reasonable best efforts to take all commercially reasonable steps that are advisablesuch actions within their respective powers to obtain the CFIUS Approval, necessary, or desirable to finally and successfully complete the Exon- F▇▇▇▇▇ review (and, if applicable, investigation) process and obtain CFIUS Approval as promptly as practicable. Without without limiting the foregoing, the Parties shall, after reasonable negotiation efforts, agree to accept mitigation measures imposed 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 CFIUS Approval, including entering into a mitigation agreement, letter of obtaining CFIUS Approval as long as such measures do notassurance, in or national security agreement, but provided: (1) the reasonable discretion Parties shall have no obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order, agreement or otherwise, the sale, transfer, license, divestiture or other disposition of, any of the relevant Partybusinesses, product lines or assets of Buyer or any of its Affiliates or of the Sellers, (B) terminate existing, or create new, relationships, contractual rights or obligations of Buyer or its Affiliates, (C) effect any other change or restructuring of Buyer or its Affiliates, or (D) otherwise take or commit to take any actions reasonably expected to have a material negative impact adverse effect on the business or the benefit that relevant Party hopes to obtain by virtue operation of the transactions contemplated by this Agreement. business of the Sellers or that interfere with Buyer’s ability to control the Company or Buyer’s ability to direct the management and policies of the business of the Company in any material respect; and (c2) As used in this Agreement, “CFIUS Approval” means (i) a the Company and the Sellers shall not take or agree to take any of the foregoing actions without the prior written notification issued by CFIUS that it has determined that the transactions contemplated by this Agreement are not a "covered transaction" pursuant to Exon-Fconsent of ▇▇▇▇▇, (ii) a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) of the transactions contemplated by this Agreement, and such determination is not conditioned upon the commitment of Purchaser or Company to take any action described in this Section 4.9, or (iii) if CFIUS has sent a report to the President of the United States requesting the President's decision with respect to the transactions contemplated by this Agreement, and either (A) the period under Exon-F▇▇▇▇▇ during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement has expired without any such action being announced or taken, or (B) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement and has not required Purchaser or Company to take any action described in this Section 4.9.

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 Subject 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 terms 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, grant the other parties the opportunity to attend and participate in any such planned meeting or conference; provided, that, notwithstanding anything to the contrary in this Section 4.9, no Party shall be obligated to disclose to the other Party any communication or material that the Party considers to be proprietary or confidential. (b) The Parties, in cooperation with each other, shall take all commercially reasonable steps that are advisable, necessary, or desirable to finally and successfully complete the Exon- F▇▇▇▇▇ review (and, if applicable, investigation) process and obtain CFIUS Approval as promptly as practicable. Without limiting the foregoing, the Parties agree to accept mitigation measures imposed as a condition of obtaining CFIUS Approval as long as such measures do not, in the reasonable discretion of the relevant Party, have a material negative impact on the business or the benefit that relevant Party hopes to obtain by virtue of the transactions contemplated by this Agreement. (c) As used conditions set forth in this Agreement, “without limiting the generality of the undertakings pursuant to this Section 5.03, Parent and the Company shall use their reasonable best efforts to obtain the CFIUS Approval” means (i) . Such reasonable best efforts shall include promptly after the date hereof preparing, prefiling, and then filing with CFIUS a written notification issued by CFIUS that it has determined that the transactions contemplated by this Agreement are not a "covered transaction" joint voluntary notice pursuant to Exon-F▇▇▇▇▇, (ii) a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) of the transactions contemplated by this Agreement, and such determination is not conditioned upon the commitment of Purchaser or Company to take any action described in this Section 4.9, or (iii) if CFIUS has sent a report to the President of the United States requesting the President's decision DPA with respect to the transactions contemplated by this Agreement, and either (A) providing any additional or supplemental information, certifications and agreements requested by CFIUS or any other agency or branch of the period under Exon-F▇▇▇▇▇ during which U.S. government in connection with the President may announce his decision to take action to suspend CFIUS review or prohibit investigation of the transactions contemplated by this Agreement has expired without within the timeframes required by the DPA, unless CFIUS agrees in writing to an extension of such timeframe; provided, however, that other than operating the Company and its cleared Subsidiaries pursuant to the Special Security Agreement existing as of the date hereof (“SSA”) of Parent or one of its Subsidiaries, neither Parent nor any such action being announced of its Subsidiaries shall be required to agree to take or taken, or (B) the President has announced a decision not commit to take any action or agree to any mitigation under Section 721(l) of the DPA or the NISPOM that are reasonably unacceptable to Parent or any of its Subsidiaries, including any actions or mitigation that could reasonably be expected to limit its freedom of action with respect to, or ability to retain, one or more of the Company’s businesses or product lines; and provided, further, that in the event that CFIUS notifies Parent, Merger Sub or the Company that CFIUS (A) has completed its review or investigation and (B) intends to send a report to the President of the United States recommending that the President suspend or prohibit the Merger or any of the other transactions contemplated by this Agreement Agreement, Parent and has not required Purchaser the Company may, at the discretion of Parent or Company the Company, request a withdrawal of any filing or notification made to take CFIUS. Each party hereto shall afford the other the opportunity to review and comment in advance on any action described in this Section 4.9submissions to CFIUS to be made by the submitting party, except for personal identifier information or other information proprietary to the submitting party.

CFIUS. (a) As soon CFIUS Notice. Parent and the Company shall submit, or cause to be submitted, (i) as reasonably promptly as practicable after following the date execution of this Agreement, a draft of the Parties hereto shall prepare and file with the Committee on Foreign Investment in the United States joint notice to CFIUS (“CFIUSCFIUS Notice”) a draft joint voluntary notice contemplated under Section 721 of the Defense Production Act of 1950, 50 U.S.C. app. 31 C.F.R. § 2170, as amended (together with the implementing regulations pursuant thereto, “Exon-F▇▇▇▇▇”800.501(g) 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, investigationii) process as promptly as reasonably practicablepracticable after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (i), a formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a); and (iii) as promptly as practicable (and in any event within in accordance with applicable regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or that Parent and the time period required under applicable Law or any extension theretoCompany mutually agree should be made, in each case in connection with this Agreement and the Merger. The Parties hereto also Parent and the Company shall use their respective commercially reasonable efforts to: (i) coordinate and reasonably cooperate fully with each other in connection with any such filing or the drafting and filing provision 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; such information (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, andincluding, to the extent permitted by CFIUS or such other Governmental Entity involved in CFIUS's considerationapplicable Law, review(A) providing copies, or investigation portions thereof, of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith and (B) keeping each other timely apprised of the transactions contemplated by this Agreementstatus and content of any material communications with, grant the and any inquiries or requests for additional information or documentary material from, CFIUS) and in connection with resolving any investigation or other parties the opportunity inquiry of any Governmental Authority under Section 721 with respect to attend and participate in any such planned meeting filing or conferenceany such transaction; provided, that, notwithstanding anything to the contrary in this Section 4.9Agreement, no Party Person shall be obligated required to disclose to the other Party any communication share communications containing its confidential business information or material information that the Party considers to be proprietary or confidentialis protected by attorney-client privilege. (b) The PartiesCFIUS Mitigation. Parent and the Company shall take, in cooperation with each otheror cause to be taken, shall take all commercially reasonable steps that are advisable, actions necessary, proper or desirable advisable to finally and successfully complete the Exon- F▇▇▇▇▇ review (and, if applicable, investigation) process and obtain CFIUS Approval (such actions constituting “CFIUS Mitigation”) so as promptly to enable the Closing as soon as practicable. Without limiting the foregoing; provided, the Parties agree to accept mitigation measures imposed as a condition of obtaining CFIUS Approval as long as such measures do nothowever, that Parent shall not be required, in the reasonable discretion of the relevant Party, have a material negative impact on the business or the benefit that relevant Party hopes order to obtain by virtue of the transactions contemplated by this Agreement. (c) As used in this Agreement, “CFIUS Approval” means , to take, or cause to be taken, any action that would (i) result in a written notification issued by CFIUS that it has determined that the transactions contemplated by this Agreement are not material adverse effect on Guarantor and its Subsidiaries taken as a "covered transaction" pursuant to Exon-F▇▇▇▇▇whole, (ii) violate any Law of a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect competent jurisdiction applicable to Parent or its Affiliates, (iii) require Guarantor or its Subsidiaries to sell, divest, or dispose of any material assets or material businesses of Guarantor or its Subsidiaries, (iv) result in a material impediment to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) reasonable integration of the transactions contemplated by this AgreementCompany with Parent, and such determination is not conditioned upon including any mitigation that would materially limit the commitment ability of Purchaser Guarantor or Company its Subsidiaries to take any action described in this Section 4.9own, control or operate the Company, or (iiiv) if CFIUS has sent a report reasonably be expected to materially impair the President commercial value to Parent of the United States requesting the President's decision with respect to the transactions contemplated by this AgreementAcquired Companies, and either (A) the period under Exon-F▇▇▇▇▇ during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement has expired without any such action being announced or taken, or (B) the President has announced taken as a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement and has not required Purchaser or Company to take any action described in this Section 4.9whole.

CFIUS. (a) As Pursuant to the DPA, the Company and Purchaser shall cooperate to prepare and file with CFIUS: (1) a draft joint voluntary notice with respect to the Second Tranche (the “Draft CFIUS Notice”) as soon as reasonably practicable after following the date of this Agreement, the Parties hereto shall prepare and file with the Committee on Foreign Investment in the United States (“CFIUS”2) 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▇▇▇▇▇CFIUS Filing”) with respect to as soon as practicable following the transactions contemplated by this Agreement. After the Parties receive receipt of CFIUS’s comments on the draft joint voluntary notice from CFIUS, Draft CFIUS Notice or confirmation by CFIUS that it has no comments. Each of 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 its reasonable best efforts to: (i) coordinate and cooperate fully in all respects with each other in connection with the drafting and any filing of any submission, draft notice, and final notice filed with CFIUS or submission and in connection with any consideration, review, or investigation by CFIUS of the transactions contemplated by this Agreementinquiries; (ii) to the extent not prohibited by a Governmental Authority, promptly inform the other Party of any communication and supply to the other Party any written communication received by such Party from CFIUS or any other Governmental Entity involved in CFIUS's consideration, review, or investigation of the transactions contemplated by this AgreementAuthority; and (iii) permit each counsel for the other Party, or each other Party's legal counsel, Party reasonable opportunity 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 otheradvance, and consider in good faith faith, the views of one anotherthe other Party in connection with, any proposed written communication to CFIUS pertaining to the substance of the CFIUS Filing or substantive matters related to the CFIUS process, and any Party engaging in advance telephonic discussions with CFIUS shall promptly inform the other Party of such discussion; provided that this Section 4.05(a) shall not apply to the extent such communications (1) involve confidential business information, or (2) relate purely to administrative matters such as the scheduling of calls, submission logistics, and non-substantive process steps. No Party shall independently participate in any planned in-person meeting or video conference with CFIUS or any Governmental Entity involved in CFIUS's considerationAuthority with respect to any filings, review, investigation or investigation other inquiry without giving the other Party sufficient prior notice of the transactions contemplated by this Agreement, meeting and, to the extent permitted by CFIUS or such other Governmental Entity involved in CFIUS's considerationAuthority, review, or investigation of the transactions contemplated by this Agreement, grant give the other parties Party the opportunity to attend and participate in any such planned meeting or conference; provided, that, notwithstanding anything to the contrary in this Section 4.9, no Party shall be obligated to disclose to the other Party any communication or material that the Party considers to be proprietary or confidentialmeetings and conferences. (b) The PartiesEach of the Parties shall exercise reasonable best efforts to obtain CFIUS Approval; provided that for purposes of this 4.5(b) “reasonable best efforts” shall not require Purchaser to agree to any action, in cooperation with each other, shall take all commercially reasonable steps that are advisable, necessarycondition, or desirable to finally and successfully complete the Exon- F▇▇▇▇▇ review (and, if applicable, investigation) process and obtain restriction required by CFIUS in connection with CFIUS Approval as promptly as practicable. Without limiting that would materially interfere with Purchaser’s ability to operate or manage the foregoing, the Parties agree to accept mitigation measures imposed as a condition of obtaining CFIUS Approval as long as such measures do not, in the reasonable discretion of the relevant Party, have a material negative impact on the business or the benefit that relevant Party hopes to obtain by virtue of the transactions contemplated by this AgreementCompany. (c) As used in this Agreement, “The Company and Purchaser shall each be responsible for their respective attorneys’ fees and related expenses associated with the preparation and submission of a CFIUS Filing and the pursuit of CFIUS Approval” means (i) a written notification issued by . The Purchaser shall be responsible for the filing fee required in connection with the CFIUS that it has determined that the transactions contemplated by this Agreement are not a "covered transaction" pursuant to Exon-F▇▇▇▇▇, (ii) a written notification issued by CFIUS that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and CFIUS has concluded all action with respect to its review (or, if applicable, investigation) of the transactions contemplated by this Agreement, and such determination is not conditioned upon the commitment of Purchaser or Company to take any action described in this Section 4.9, or (iii) if CFIUS has sent a report to the President of the United States requesting the President's decision with respect to the transactions contemplated by this Agreement, and either (A) the period under Exon-F▇▇▇▇▇ during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by this Agreement has expired without any such action being announced or taken, or (B) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement and has not required Purchaser or Company to take any action described in this Section 4.9Filing.