CFIUS Notice Sample Clauses

CFIUS Notice. Each of Parent and the Company 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 (“CFIUS”) that CFIUS has concluded a review of a notification voluntarily filed jointly by Parent and the Company pursuant to the requirements of the 1988 Exon-▇▇▇▇▇▇ provision of the Defense Production Act of 1950, as amended, and has 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 Notice”).

CFIUS Notice. “CFIUS Notice” shall mean a joint voluntary notice with respect to the Contemplated Transactions prepared by Parent and the Company and submitted to CFIUS in accordance with the requirements of the DPA.

CFIUS Notice. If BeiGene determines that a filing with CFIUS is required or appropriate in connection with the transactions contemplated by this Agreement, the Parties shall cooperate to jointly prepare and file with CFIUS, as soon as practicable and in any event within ten (10) Business Days following the Effective Date, a joint voluntary notice of the transactions contemplated by this Agreement, and shall furnish any supplemental information requested by CFIUS in connection therewith pursuant to Section 721 of the Defense Production Act of 1950 (50 U.S.C. App. §2170), and the applicable regulations thereunder. Notwithstanding anything contrary in the foregoing, BeiGene shall be free to determine in its sole discretion whether to agree to any mitigation measures proposed by CFIUS as a condition of obtaining clearance from CFIUS of the transactions contemplated by this Agreement (the “CFIUS Clearance”).

CFIUS Notice. In connection with seeking CFIUS Approval, and notwithstanding anything to the contrary in this Agreement: (i) The Parties agree to submit as promptly as reasonably practicable, a draft joint voluntary notice to CFIUS pursuant to 31 C.F.R. § 800.501(g) with respect to the Transactions, and, as promptly as reasonably practicable after addressing any comments received from CFIUS concerning the draft notice, submit a joint notice to CFIUS pursuant to 31 C.F.R. § 800.501(a) (the "CFIUS Notice") with respect to the Transactions. (ii) Each of the Parties shall respond to any request for information from CFIUS in the timeframe set forth in 31 C.F.R. Part 800; provided that (i) a Party, after consultation with each other Party, may request in good faith an extension of time pursuant to 31 C.F.R. § 800.504(a)(3) to respond to CFIUS requests for follow-up information and (ii) under no circumstance may a Party request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Notice filed by the Parties for failure to provide the requested information. Buyer shall be responsible for all filing fees associated with the CFIUS Notice. (iii) In connection with any CFIUS review or investigation and without limiting the other provisions of this Section 4.04, each Party shall (i) cooperate in all respects and consult with each other in connection with the preparation and consideration of the CFIUS Notice, including by allowing the other Party to have an opportunity to review in advance and comment on drafts of filings and submissions, subject to redactions for business confidential information and excluding any draft responses to be submitted to CFIUS on a restricted basis, and (ii) promptly inform the other Parties of any substantive communication made to, or received by such Party from, CFIUS (including members of its staff) regarding the CFIUS Approval or the CFIUS Notice, excluding any confidential or competitively sensitive information included in such communication. (iv) Prior to communicating substantively with CFIUS (including members of its staff), whether or not in writing, each Party shall permit counsel for each other Party a reasonable opportunity to review and provide comments thereon, and consider in good faith the views of the other Parties in connection with, any such substantive communication; provided that such communications are not requested by CFIUS to be kept confidential. Each Party agrees not to participate in any substantive...

CFIUS Notice. Each of the Borrower and Lender shall (and shall cause their respective Affiliates to) (i) prepare and submit to CFIUS, as soon as practicable, and in any case within thirty (30) business days of the date of this First Amendment, a draft CFIUS Notice, (ii) submit a formal CFIUS Notice pursuant to the DPA as soon as practicable or, if applicable, after receipt of any comments to the draft CFIUS Notice, and (iii) provide any supplemental information and other related information requested by CFIUS pursuant to the DPA as soon as practicable (and, in any case, within the time periods required by CFIUS); provided however, that the Borrower and ▇▇▇▇▇▇ may agree to request an extension of time pursuant to the DPA to respond to CFIUS requests for information.

CFIUS Notice. Subject to the further terms and conditions of this Agreement, Parent and the Company shall use reasonable best efforts to obtain the CFIUS Approval. Pursuant to Section 721, Parent and the Company shall use mutual reasonable efforts to submit, no later than ten (10) Business Days after the date hereof (unless a longer date is agreed in writing by the Parties), a draft joint voluntary notice to CFIUS with respect to the Transaction (the “Draft CFIUS Notice”). After receipt of confirmation that CFIUS has no further comments or inquiries related to the Draft CFIUS Notice, Parent and the Company shall promptly, and in any event no later than ten (10) Business Days after such confirmation, submit a formal joint voluntary notice to CFIUS with respect to the Transaction (the “CFIUS Notice”). Parent shall be responsible for paying the applicable filing fee for the submission of the CFIUS Notice. The Company and Parent shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith, the views of the other Party in connection with, any proposed written communication to CFIUS pertaining to the substance of the Draft CFIUS Notice, CFIUS Notice or substantive matters related to the CFIUS process, and any Party engaging in telephonic or other oral discussions with CFIUS shall promptly inform the other Party of such discussion; provided that this Section 7.02(b) shall not apply to the extent such communications (i) involve confidential business information, or

CFIUS Notice. Each of the Borrower and Lender shall (and shall cause their respective Affiliates to) (i) prepare and submit to CFIUS, as soon as practicable, a draft CFIUS Notice, (ii) submit a formal CFIUS Notice pursuant to the DPA as soon as practicable or, if applicable, after receipt of any comments to the draft CFIUS Notice, and (iii) provide any supplemental information and other related information requested by CFIUS pursuant to the DPA as soon as practicable (and, in any case, within the time periods required by CFIUS); provided however, that the Borrower and L▇▇▇▇▇ may agree to request an extension of time pursuant to the DPA to respond to CFIUS requests for information.

CFIUS Notice. The Investors, Samsung Electronics and the Company shall submit, or cause to be submitted to CFIUS as promptly as practicable following the execution of this Agreement, a declaration (“Declaration”) in accordance with 31 C.F.R. Part 800 Subpart D with respect to the transactions contemplated by this Agreement and shall cooperate with each other to provide any information requested by CFIUS, or which the Investors, Samsung Electronics and the Company mutually agree to provide to CFIUS, in each case in connection with the Declaration. If requested or required by CFIUS, or if mutually agreed by the Investors, Samsung Electronics and Company, the Investors, Samsung Electronics and the Company shall submit, or cause to be submitted, to CFIUS (i) as promptly as practicable a draft joint voluntary notice (“CFIUS Notice”) in accordance with 31 C.F.R. Part 800 Subpart E with respect to the transaction contemplated hereby, (ii) as promptly as practicable after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (i), a formal CFIUS Notice, and (iii) as soon as possible (and in any event in accordance with pertinent regulatory requirements) any other submissions and responses to requests for information that are required to be made to CFIUS, or which the Investors, Samsung Electronics and the Company mutually agree should be made, in each case in connection with the CFIUS Notice. The Investors, Samsung Electronics and the Company shall, and shall cause their respective Affiliates to, use reasonable best efforts to cooperate with each other in connection with any such filing or the provision of any such information (including, to the extent permitted by applicable Law, providing copies, or portions thereof as a result of appropriate redactions to maintain confidentiality of business information, of all such documents or communications to the other party prior to filing or providing to CFIUS and considering all reasonable additions, deletions or changes suggested in connection therewith, consulting with each other in advance of any meeting or conference with CFIUS, giving the other party the opportunity to attend and participate in any such meeting or conference, and keeping each other timely apprised of the status of any communications with, and any inquiries or requests for additional information or documentary material from CFIUS) and in connection with resolving any investigation or other inquiry of any Governmental Authority under th...