CFIUS Clearance. The CFIUS Clearance shall have been obtained.
CFIUS Clearance. The Acquisition shall have received CFIUS Clearance (as defined in the Acquisition Agreement), if CFIUS Clearance is required, on terms and conditions reasonably satisfactory to the Administrative Agent; provided, that if no term or condition of CFIUS Clearance constitutes a Purchaser’s Restricted Item (as defined in the Acquisition Agreement) or is otherwise materially adverse to the interests of the Administrative Agent, CFIUS Clearance shall be deemed to be reasonably satisfactory to the Administrative Agent.
CFIUS Clearance. CFIUS Clearance shall have been received and remains in effect.
CFIUS Clearance. The parties shall have obtained CFIUS Clearance.
CFIUS Clearance. The CFIUS Clearance shall have been obtained on terms that do not obligate any party to take any action not otherwise required to be taken by such party under Section 5.19.
CFIUS Clearance. The Borrower and Lender shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to obtain CFIUS Clearance. Each of the Borrower and Lender shall, in connection with the efforts to obtain CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) to the extent not prohibited by CFIUS, promptly inform each other of any communication received by any party from, or given by any party to, CFIUS, including by promptly providing copies to each other of any such written communications, (iii) permit each other to review in advance any substantive communication that is given to, and consult with each other in advance of any conference, meeting, or substantive telephone call with, CFIUS, and to the extent not prohibited by CFIUS, provide each other the opportunity to attend and participate in any conference, meeting, or substantive telephone call with CFIUS and (iv) enter into such commercially reasonable assurances or agreements requested or required by CFIUS or the President of the United States to obtain CFIUS Clearance; provided, however, that neither Lender, the Borrower nor any of their respective Affiliates shall be required to (w) take any action that would violate any Law applicable to such Person, (x) sell, divest, or dispose of any assets or businesses that such Person holds, (y) with respect to the Lender or its Affiliates, provide the Borrower with copies of or permit the Borrower to review or receive the “personal identifier information” under 31 C.F.R. § 800.502(c)(5), or (z) otherwise adopt conditions or restrictions that would reasonably be expected to have, individually or in the aggregate, either an adverse effect on the value of the Lender’s investment or an adverse effect on the Borrower. For purposes of this Section 3.07, “commercially reasonable efforts” shall not be construed to require any party to enter into litigation to overturn or challenge any governmental determination or action with respect to the DPA.
CFIUS Clearance. Under the Purchase Agreement, the Parties agreed to cooperate to comply with applicable requirements of CFIUS consistent with normal practice and precedent, recognizing that time is of the essence. The Purchase Agreement provides for the Purchaser and KMCU to jointly file a draft notice and, following receipt of any comments from CFIUS, a definitive notice of the Transaction for CFIUS Clearance. The Parties submitted their draft notice to CFIUS on June 8, 2018. They submitted their definitive notice on July 3, 2018. On July 13, 2018, CFIUS formally accepted the notice, and a first- stage, 30-day review began on that day. The review is due to conclude no later than August 13, 2018. Following its review, CFIUS will determine either (a) that the Transaction is not a ‘‘covered transaction,’’ (b) that there are no unresolved national security concerns, or (c) that CFIUS needs more time to study the Transaction and will commence an ‘‘investigation.’’ If CFIUS determines that it needs more time to study the Transaction, then once CFIUS concludes its ‘‘investigation,’’ which can last up to 45 days starting from the day after conclusion of the first-stage review, either (i) it will determine that there are no unresolved national security concerns or (ii) it will send a report to the President of the United States, who then will have fifteen (15) days in which to decide whether to block the Transaction or take other action. When CFIUS commenced its review on July 13, 2018, the Department of the Treasury as chair of CFIUS was designated as the lead agency for the review. On July 23, 2018, the Department of Energy was designated as an additional lead agency.
CFIUS Clearance. The period of time for any consideration by CFIUS of the Merger (including a review and, if deemed appropriate by CFIUS, an investigation) shall have expired or been terminated, or CFIUS shall have provided a written notice to the parties to the effect that either: (i) the Merger is not a covered transaction under Section 721 of the Defense Production Act of 1950, as amended; (ii) the review of the Merger has concluded and there are no issues of national security sufficient to warrant investigation; or (iii) an investigation has been conducted and either (A) CFIUS has concluded that there are no unresolved issues of national security or (B) the time period for consideration of the Merger by the President of the United States shall have elapsed and the President shall not have taken any action to block, rescind or restrict the Merger or any of the transactions contemplated by this Agreement.
CFIUS Clearance. (a) The Company and Purchaser shall as soon as practicable, but in no event later than fifteen (15) Business Days following the Execution Date (or by such other time mutually acceptable to the parties), submit to CFIUS a complete draft of a joint voluntary notice pursuant to Section 721 of the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (“Exon-Fxxxxx”), with the formal joint voluntary notice made as soon as practicable thereafter within the minimum amount of time reasonably necessary to address any questions or comments of CFIUS (such notifications and other filings submitted to CFIUS, including as subsequently updated or modified, collectively, the “CFIUS Filing”). The Company and Purchaser promptly shall furnish any supplemental information requested by CFIUS in connection the CFIUS Filing in accordance with the applicable regulations.
CFIUS Clearance. Parent shall have received the CFIUS Clearance; and
