CFIUS Clearance Sample Clauses

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. (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-F▇▇▇▇▇”), 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. (b) Prior to the Closing, the Company and Purchaser shall use commercially reasonable efforts to obtain all requisite clearances and approvals from CFIUS and any such other governmental entity as promptly as practicable. Prior to the Closing, the Company and Purchaser shall cooperate in good faith: (i) to keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received from CFIUS or its member agencies; (ii) to permit counsel for the other party reasonable opportunity to review in advance, and consider the views of the other party in connection with, any proposed written communication to CFIUS or its member agencies; (iii) to furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of the CFIUS Filing and subsequent submissions to CFIUS; and (iv) to participate in any meeting with CFIUS or its member agencies in connection with the CFIUS Filing only after consulting with the other party in advance and, to the extent permitted by CFIUS or any such other governmental entity, providing the other party the opportunity to participate in such meeting. Nothing in this Agreement shall require either the Company or Purchaser to disclose to the other party non-public information that is personally or commercially sensitive, classified for national security reasons, or otherwise requested by CFIUS to be treated in confidence. (c) Purchaser shall use commercially reasonable efforts to resol...

CFIUS Clearance. CFIUS Clearance shall have been received and remains in effect.

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. 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. Parent shall have received the CFIUS Clearance; and

CFIUS Clearance. Any review or investigation by CFIUS shall have been concluded, and either (i) the parties shall have received written notice that a determination by CFIUS has been made that there are no issues of national security of the United States sufficient to warrant further review or investigation pursuant to Section 721 of the Defense Production Act, or (ii) the President of the United States shall not have acted pursuant to Section 721 of the Defense Production Act to suspend or prohibit the consummation of the transactions contemplated by this Agreement, and the applicable period of time for the President to take such action to have expired.

CFIUS Clearance. “CFIUS Clearance” shall mean that any of the following shall have occurred: (i) the 30 day review period under the DPA commencing on the date that the CFIUS Notice is accepted by CFIUS shall have expired and the parties shall have received written notice from CFIUS that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns; (ii) an investigation shall have been commenced after such 30 day review period and CFIUS shall have determined to conclude all deliberative action under the DPA without sending a report to the President of the United States, and the parties shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions.