Common use of CFIUS Approval Clause in Contracts

CFIUS Approval. (a) If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warranted, each of Sodium and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to obtain the CFIUS Approval; provided, however, that the determination as to whether CFIUS Approval is required under the DPA or is otherwise warranted shall be made within ten (10) business days following the date on which Sodium receives such information from the Company as is reasonably necessary to make such determination. Such reasonable best efforts shall include, (i) as promptly as practicable, but in no event later than ten (10) business days after the date on which Sodium conveys to the Company, Sodium’s determination that CFIUS Approval is required under the DPA or is otherwise warranted (unless a later date is mutually agreed by the parties in writing), jointly filing with CFIUS, either a CFIUS Declaration or a draft CFIUS Notice regarding the Transactions in accordance with the DPA; and, if subsequently requested by CFIUS pursuant to the DPA, as promptly as practicable following, but in no event later than ten (10) business days after the date following, such request jointly filing a draft CFIUS Notice, (ii) if a draft CFIUS Notice is filed, promptly filing a final CFIUS Notice regarding the Transactions in accordance with the DPA after receipt of comments on the draft CFIUS Notice, if any, from CFIUS or an indication that CFIUS has no questions or comments, but in no event later than ten (10) business days after such date and (iii) providing any information requested by CFIUS or any other Governmental Entity in connection with the CFIUS review or investigation of the Transactions promptly, and in all cases, within the timeframes set forth in the DPA. If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warranted, neither Sodium nor the Company shall take nor cause any of its Affiliates to take, any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Approval. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall obligate Sodium or its Affiliates, for purposes of resolving any objection, if any, that CFIUS may assert with respect to the Transactions, or avoiding or eliminating any impediment that may be asserted by CFIUS with respect to the Transactions, to propose, offer, negotiate, commit to, agree to or effect, by consent decree, hold separate order, or otherwise any Remedy Action (including entering into any mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement).

CFIUS Approval. (ai) If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warranted, each of Sodium The Buyer Parent and the Company shall, and Seller Parent shall cause use their respective Subsidiaries to, use reasonable best efforts to obtain CFIUS Approval, which best efforts shall include submitting to CFIUS pursuant to the DPA a draft joint voluntary notice with respect to all Transactions within fifteen (15) days after the date of this Agreement, promptly submitting a final CFIUS Notice with respect to all Transactions in connection with CFIUS Approval pursuant to the DPA, each with regard to this Agreement, and if CFIUS suggests or requests that, or the Buyer Parent or the Seller Parent determines it to be appropriate that, the Parties withdraw and resubmit the filing submitted to CFIUS, the Buyer Parent and the Seller Parent shall cooperate in withdrawing and resubmitting the CFIUS Approvalfiling. Each of the Buyer Parent and the Seller Parent shall respond to any request for information from CFIUS in the timeframe set forth in 31 C.F.R. Part 800 (the “CFIUS Regulations”); provided, however, that the determination as to whether CFIUS Approval is required under the DPA or is otherwise warranted shall be made within ten (10) business days following the date on which Sodium receives such information from the Company as is reasonably necessary to make such determination. Such reasonable best efforts shall includeeither Party, (i) as promptly as practicable, but in no event later than ten (10) business days after the date on which Sodium conveys to the Company, Sodium’s determination that CFIUS Approval is required under the DPA or is otherwise warranted (unless a later date is mutually agreed by the parties in writing), jointly filing with CFIUS, either a CFIUS Declaration or a draft CFIUS Notice regarding the Transactions in accordance consultation with the DPA; andother Party, if subsequently requested by CFIUS may request in good faith an extension of time pursuant to the DPA, as promptly as practicable following, but in no event later than ten (10) business days after the date following, such request jointly filing a draft CFIUS Notice, Regulations to respond to CFIUS requests for follow-up information. (ii) if a draft CFIUS Notice is filedEach Party shall, promptly filing a final CFIUS Notice regarding the Transactions in accordance with the DPA after receipt of comments on the draft CFIUS Notice, if any, from CFIUS or an indication that CFIUS has no questions or comments, but in no event later than ten (10) business days after such date and (iii) providing any information requested by CFIUS or any other Governmental Entity in connection with the efforts to obtain CFIUS Approval, and to the extent not prohibited by CFIUS or otherwise agreed by the Parties: (A) cooperate in all respects and consult with each other in connection with any CFIUS Notice, including by allowing the other Parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or investigation information reasonably determined by the Parties to be Business Confidential Information; (B) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications; and (C) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with CFIUS, and give the other Party the opportunity to attend and participate in any in-person meetings with CFIUS. (iii) [Intentionally omitted.] (iv) Subject to the foregoing, in the event that, following reasonable best efforts by the Parties to address and concerns by CFIUS and find a mutually acceptable mitigation agreement, there is a Deemed CFIUS Order, either Party may request, in connection with such Party’s delivery of written notice of termination pursuant to Section 9.1(a)(ii)(B)(3), a withdrawal of the Transactions promptlynotice filed with CFIUS in connection with CFIUS Approval and no Party shall have any further obligation to seek CFIUS Approval. Notwithstanding the other provisions of this Section 5.3, the covenants and in all cases, within the timeframes agreements set forth in this Section 5.3(b) constitute the DPA. If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warranted, neither Sodium nor the Company shall take nor cause any of its Affiliates to take, any action that would reasonably be expected to prevent, materially delay or materially impede the receipt obligations of the CFIUS Approval. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Agreement shall obligate Sodium or its Affiliates, for purposes of resolving any objection, if any, that CFIUS may assert Parties with respect to the Transactions, or avoiding or eliminating any impediment that may be asserted by efforts required to obtain CFIUS with respect to the Transactions, to propose, offer, negotiate, commit to, agree to or effect, by consent decree, hold separate order, or otherwise any Remedy Action (including entering into any mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement)Approval.

CFIUS Approval. (a) If Sodium determines Seller and Buyer shall, as promptly as commercially practicable and in its sole any case no later than ten (10) Business Days following the date of this Agreement, prepare and absolute discretion that file a draft voluntary notice to CFIUS in accordance with 31 C.F.R. Part 800 Subpart E of the CFIUS Approval regulations (the “Draft Voluntary Notice”) and, promptly after receipt of comments from CFIUS on the Draft Voluntary Notice (or as soon as possible after CFIUS confirms it has no comments on the Draft Voluntary Notice), prepare and submit a final joint voluntary notice to CFIUS in accordance with 31 C.F.R. Part 800 Subpart E of the CFIUS regulations (the “Final Voluntary Notice”). Each of the Parties shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is required under the DPA or otherwise warranted, each of Sodium necessary to obtain CFIUS Approval. Buyer shall be responsible for all filing fees payable in connection with such filings. (b) Seller and the Company shall, and Buyer shall cause use their respective Subsidiaries to, use reasonable best efforts to promptly obtain CFIUS Approval and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity with respect to the CFIUS process and shall comply promptly with any such inquiry or request. Buyer and Seller agree to promptly take, Buyer shall cause the other Buyer Related Parties to take, any and all steps which are requested by any Governmental Entity so as to obtain CFIUS Approval; provided, however, that neither Buyer nor any other Buyer Related Party shall be required to take any steps which would have a material adverse effect on the determination business and operations of Buyer or the Acquired Companies. For the avoidance of doubt, the term “material adverse effect” as to whether used in this Section 7.3(b) shall encompass any mitigation measures proposed by CFIUS as a condition of receiving CFIUS Approval is required under that would unduly burden or frustrate Buyer’s ability to manage the DPA Acquired Companies, or is otherwise warranted shall be made within ten that would require divestiture of any business line, legal entity, or material assets of Buyer or its Affiliates. LEGAL_US_E # 161486834.17 (10c) business days following Each of the date on which Sodium receives such information from Parties agrees to instruct their respective counsel to cooperate with the Company as is reasonably necessary to make such determination. Such reasonable other and use their best efforts shall include, (i) as promptly as practicable, but in no event later than ten (10) business days after to facilitate and expedite the date on which Sodium conveys to the Company, Sodium’s determination that CFIUS Approval is required under the DPA or is otherwise warranted (unless a later date is mutually agreed by the parties in writing), jointly filing with CFIUS, either a CFIUS Declaration or a draft CFIUS Notice regarding the Transactions in accordance with the DPA; and, if subsequently requested by CFIUS pursuant to the DPA, as promptly as practicable following, but in no event later than ten (10) business days after the date following, such request jointly filing a draft CFIUS Notice, (ii) if a draft CFIUS Notice is filed, promptly filing a final CFIUS Notice regarding the Transactions in accordance with the DPA after receipt identification and resolution of comments on the draft CFIUS Notice, if any, from CFIUS or an indication that CFIUS has no questions or comments, but in no event later than ten (10) business days after such date and (iii) providing any information requested by CFIUS or any other Governmental Entity issues arising in connection with the seeking of CFIUS review Approval at the earliest practicable dates. Such best efforts and cooperation include counsel’s undertaking (i) to promptly inform the other Party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding the CFIUS process, and (ii) to confer with each other regarding appropriate contacts with and response to any Governmental Entity regarding the CFIUS process. No Party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other Party prior written notice of the Transactions promptlymeeting, and in all casesif possible, within the timeframes set forth in the DPA. If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warrantedand, neither Sodium nor the Company shall take nor cause any of its Affiliates to take, any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Approval. (b) Notwithstanding anything to the contrary contained in this Agreementextent permitted by the relevant Governmental Entity, nothing contained in this Agreement shall obligate Sodium or its Affiliates, for purposes of resolving any objection, if any, that CFIUS may assert with respect the opportunity to the Transactions, or avoiding or eliminating any impediment that may be asserted by CFIUS with respect to the Transactions, to propose, offer, negotiate, commit to, agree to or effect, by consent decree, hold separate order, or otherwise any Remedy Action (including entering into any mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement)attend and participate.

CFIUS Approval. (ai) If Sodium determines in its sole and absolute discretion that Each of the CFIUS Approval is required under Buyer, the DPA or otherwise warrantedSeller Entities, each of Sodium and the Company shall, and Acquired Entities shall cause their respective Subsidiaries to, use its reasonable best efforts to obtain the CFIUS Approval; providedobtain, however, that the determination as to whether CFIUS Approval is required under the DPA or is otherwise warranted shall be made within ten (10) business days following the date on which Sodium receives such information from the Company as is reasonably necessary to make such determination. Such reasonable best efforts shall include, (i) as promptly as practicable, CFIUS Approval. (ii) Without limiting the generality of Section 5.9(e)(i), as promptly as practicable after the execution of this Agreement, but in no event later than ten (10) business days 30 Business Days after the date on which Sodium conveys hereof, the Buyer, the Seller Entities and Acquired Entities shall prepare, pre-file and then, as soon as reasonably practicable thereafter, file with CFIUS a joint voluntary notice pursuant to Section 721 of the Defense Production Act of 1950, as amended with respect to the Company, Sodium’s determination that transactions contemplated by this Agreement. Each party shall provide CFIUS Approval is required under the DPA with any additional or is otherwise warranted (unless a later date is mutually agreed by the parties in writing), jointly filing with CFIUS, either a CFIUS Declaration or a draft CFIUS Notice regarding the Transactions in accordance with the DPA; and, if subsequently requested by CFIUS pursuant to the DPA, as promptly as practicable following, but in no event later than ten (10) business days after the date following, such request jointly filing a draft CFIUS Notice, (ii) if a draft CFIUS Notice is filed, promptly filing a final CFIUS Notice regarding the Transactions in accordance with the DPA after receipt of comments on the draft CFIUS Notice, if any, from CFIUS or an indication that CFIUS has no questions or comments, but in no event later than ten (10) business days after such date and (iii) providing any supplemental information requested by CFIUS or any other Governmental Entity in connection with its constituent agencies during the CFIUS review or investigation of the Transactions promptlyprocess as promptly as practicable, and in all cases, cases within the timeframes set forth in the DPA. If Sodium determines in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warranted, neither Sodium nor the Company shall take nor cause any amount of its Affiliates to take, any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Approvaltime allowed by CFIUS. (biii) Notwithstanding anything to the contrary contained in this AgreementThe Buyer shall take any and all actions necessary, nothing contained in this Agreement shall obligate Sodium proper or its Affiliates, for purposes of resolving any objection, if any, that CFIUS may assert with respect to the Transactions, or avoiding or eliminating any impediment that may be asserted by CFIUS with respect to the Transactionsadvisable, to proposeobtain CFIUS Approval as soon as practicable and feasible, offerin accordance with the CFIUS timetable, negotiateincluding proposing, commit tonegotiating, agree committing to or effectand effecting, by consent decree, hold separate orderorders, or otherwise taking any Remedy Detriment Action necessary to obtain CFIUS Approval. Nothing in this agreement shall require any of the Seller Entities, in connection with CFIUS Approval, to agree or otherwise commit to (including entering into A) any mitigation agreementsale, letter divestiture, or disposition of assurancethe Seller Entities’ assets or businesses other than the Transferred Assets or the Acquired Entities, national security agreement(B) any order, proxy agreementconsent decree, trust agreement or other similar arrangement contract or agreement)agreement that would, directly or indirectly, limit, amend, or otherwise impact its existing or future contractual rights, assets, conduct, or businesses other than with respect to the Transferred Assets or the Acquired Entities, or (C) any Detriment Action. (iv) Each of the Buyer, the Seller Entities, and the Acquired Entities shall promptly furnish to the other copies of any notices or written communications received by such party or any of its affiliates from CFIUS or any of its constituent agencies with respect to the transactions contemplated by this Agreement, unless otherwise prohibited by any Governmental Authority or Law, and each of the Buyer, the Seller Entities, and the Acquired Entities shall permit the other’s counsel to have an opportunity to review in advance, and such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party or its affiliates to CFIUS concerning the transactions contemplated by this Agreement. Notwithstanding the foregoing, each of the Buyer, the Seller Entities, and the Acquired Entities may, as such party deems advisable and necessary, reasonably designate any competitively sensitive materials or information provided to the other party under this Section 5.9(e)(iv) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the other party, and such party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the Seller Entities and Acquired Entities, unless express written permission is obtained in advance from the party providing such materials and information. Each of the Buyer, the Seller Entities, and the Acquired Entities shall provide the other and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions between such party or any of its Affiliates, agents or advisors, on the one hand, and CFIUS, on the other hand, concerning or in connection with the transactions contemplated by this Agreement.

CFIUS Approval. Each of Acquiror and the Companies shall use its reasonable best efforts to obtain as promptly as reasonably practicable a written notification issued by the Committee on Foreign Investment in the United States (a“CFIUS”) If Sodium determines in its sole that CFIUS has concluded a review of the notification voluntarily filed jointly by Acquiror and absolute discretion the Companies pursuant to the Exon-Fxxxxx Amendment 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 determination or notification, the “CFIUS Approval is required under Approval”). Without limiting the DPA or otherwise warrantedforegoing, each the requirement of Sodium Acquiror and the Company shall, and shall cause Companies to use their respective Subsidiaries to, use reasonable best efforts to obtain the CFIUS Approval; provided, however, that Approval shall include (i) making any pre-notification and notification filings required in connection with the determination as to whether CFIUS Approval is required under the DPA or is otherwise warranted shall be made within ten (10) business days following of the date on which Sodium Acquiror receives such information from the Company as is reasonably necessary a written demand to make such determination. Such reasonable best efforts shall includefilings from the Companies, (i) as promptly as practicableprovided, but however, in no event later than ten shall any such filings be made (10x) business before the date that is thirty (30) days after the date on which Sodium conveys hereof unless the Acquiror agrees in writing to such earlier filing or (y) after the Company, Sodium’s determination date that CFIUS Approval is required under the DPA or is otherwise warranted forty-five (unless a later date is mutually agreed by the parties in writing), jointly filing with CFIUS, either a CFIUS Declaration or a draft CFIUS Notice regarding the Transactions in accordance with the DPA; and, if subsequently requested by CFIUS pursuant to the DPA, as promptly as practicable following, but in no event later than ten (1045) business days after the date followinghereof, or on such request jointly filing a draft CFIUS Noticeother date as Acquiror and the Holder Representative may mutually agree, (ii) if a draft CFIUS Notice is filed, promptly filing a final CFIUS Notice regarding the Transactions in accordance with the DPA after receipt of comments on the draft CFIUS Notice, if any, from CFIUS or an indication that CFIUS has no questions or comments, but in no event later than ten (10) business days after such date and (iii) providing any information requested by CFIUS or any other Governmental Entity agency or branch of the United States Government in connection with the CFIUS their review or investigation of the Transactions promptly, transactions contemplated by this Agreement and in all cases, within the timeframes set forth (iii) in the DPA. If Sodium determines case of Acquiror, agreeing to one or more mitigation agreements with the United States Government, which mitigation agreements may include, without limitation, an “evergreen provision” and other provisions customarily included in its sole and absolute discretion that the CFIUS Approval is required under the DPA or otherwise warrantedsuch agreements; provided, neither Sodium nor the Company shall take nor cause any of its Affiliates to takethat, any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Approval. (b) Notwithstanding anything subject to the contrary contained in this Agreementnext sentence, nothing contained in this Agreement shall obligate Sodium or its AffiliatesAcquiror is permitted to manage the Combined Companies (other than the FBO Business) under any such mitigation agreement. In addition, for purposes of resolving any objection, if any, that CFIUS may assert with respect to assets of the TransactionsCombined Companies required to perform under contracts or subcontracts relating to defense, Acquiror shall enter into one or avoiding or eliminating any impediment that may be asserted by CFIUS with respect to the Transactions, to propose, offer, negotiate, commit to, agree to or effect, by consent decree, hold separate order, or otherwise any Remedy Action (including entering into any more standard mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement agreements or other similar arrangement or agreement)instruments with the United States Department of Defense (“DoD”) and/or other CFIUS agencies as DoD and/or such other agencies may require to mitigate Foreign Ownership Control and Influence.