Common use of CFIUS Clause in Contracts

CFIUS. Each of the Filing Parties (which shall, for purposes of this Section 8.5(d), include Polaris) agrees to use, and to cause its Affiliates to use, reasonable best efforts to obtain CFIUS Approval. (i) Such reasonable best efforts shall include, as soon as practicable following the date hereof (and in no event later than 15 Business Days following the date hereof), agreeing on parties to submit, and submitting or causing to be submitted to CFIUS, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting to CFIUS the final CFIUS Notice, which shall in any event be submitted promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Filing Parties that CFIUS has no questions or comments. (ii) Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Contemplated Transactions, within the time period specified by 31 C.F.R. §800.504(a)(3), or otherwise specified by the CFIUS staff. (iii) The Filing Parties shall, in connection with such reasonable best efforts to obtain the CFIUS Approval, (x) cooperate in all respects and consult with each other in connection with the 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; (y) promptly inform the other Parties of any communication received by such Filing Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Parties of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(5)(vi); and (z) permit the other Parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Filing Parties the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses “(x),” “(y)” and “(z)”, subject to confidentiality considerations contemplated by the DPA or required by CFIUS. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event of a CFIUS Turndown, no Filing Party shall have any further obligation to seek CFIUS Approval.

CFIUS. Each of Stockholder (to the extent considered a Filing Parties (which shall, for purposes of Party with respect to this Section 8.5(d3.5(d), include Polaris) agrees to use, and to cause its Affiliates to use, reasonable best efforts to obtain CFIUS Approval. (i) Such reasonable best efforts shall include, as soon as practicable following the date hereof (and in no event later than 15 Business Days following the date hereof), agreeing on parties to submit, and submitting or causing to be submitted to CFIUS, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting to CFIUS the final CFIUS Notice, which shall in any event be submitted promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Filing Parties that CFIUS has no questions or comments. (ii) Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Contemplated Transactions, within the time period specified by 31 C.F.R. §800.504(a)(3), or otherwise specified by the CFIUS staff. (iii) The Each Stockholder (to the extent considered a Filing Parties Party with respect to this Section 3.5(d)) shall, in connection with such reasonable best efforts to obtain the CFIUS Approval, (x) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Integration Parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (y) promptly inform the other Integration Parties of any communication received by such Filing Party Stockholder from, or given by such Party Stockholder to, CFIUS, by promptly providing copies to the other Integration Parties of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(5)(vi); and (z) permit the other Integration Parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Filing Parties the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses “(x),” “(y)” and “(z)”, subject to confidentiality considerations contemplated by the DPA or required by CFIUS. (iv) Notwithstanding anything to the contrary contained in this Agreement, in the event of a CFIUS Turndown, no Filing Party Stockholder shall have any further obligation to seek CFIUS Approval.

CFIUS. Each Subject to Section 5.02(f), in connection with and without limiting the generality of Section 5.02(a), each of Ultimate Parent and the Filing Parties (which Company shall, for purposes of this Section 8.5(d)and shall cause their respective Affiliates to, include Polaris) agrees to use, and to cause its Affiliates to use, use their reasonable best efforts to obtain the CFIUS Approval. (i) Clearance. Such reasonable best efforts shall include, as soon as practicable following the date hereof (and in no event later than 15 Business Days following promptly after the date hereof), agreeing on parties to submit, and submitting making or causing to be submitted to CFIUS, a made any draft and final CFIUS Notice Notices required in accordance with 31 C.F.R. Part 800 and the other requirements of the DPA, which draft CFIUS Notice shall in any event be made within ten (10) calendar days hereof, unless the parties hereto agree in writing otherwise, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing shall prepare and submitting to CFIUS submit the final CFIUS Notice, which shall in any event be submitted promptly after made within five (5) calendar days of the date all questions and of submission of the draft CFIUS Notice or receipt of comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to CFIUS, whichever occurs first, unless the Filing Parties that CFIUS has no questions or comments. (ii) parties agree in writing otherwise. Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Contemplated Transactionstransactions contemplated by this Agreement, within the time period periods specified by 31 C.F.R. §800.504(a)(3800.403(a)(3), or otherwise specified provided by CFIUS, without the CFIUS staff. (iii) The Filing Parties need to request an extension of time. Each of Ultimate Parent and the Company shall, in connection with such reasonable best the efforts to obtain the CFIUS ApprovalClearance, (xi) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Parties party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (yii) promptly inform the other Parties party of any communication received by such Filing Party party from, or given by such Party party to, CFIUS, by promptly providing copies to the other Parties party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.502(c)(5)(vi800.402(c)(6)(vi); and (ziii) permit the other Parties 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 to the extent not prohibited by CFIUS, give the other Filing Parties party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses “(xi),” “, (yii) and (iii) of this Section 5.02(e)” and “(z)”, subject to confidentiality considerations contemplated by the DPA or required by CFIUS. . Notwithstanding any disclosure set forth in Section 4.01(c) or Section 5.02(e) of the Parent Disclosure Letter, but subject to Section 5.02(f), with respect to Ultimate Parent and its Subsidiaries, such reasonable efforts shall also include agreeing to any action, condition or restriction required by CFIUS in connection with the CFIUS Clearance (ivincluding entering into any mitigation agreement with CFIUS as may be required) in order to receive the CFIUS Clearance as promptly as reasonably practicable and in any event prior to the sixth (6th) Business Day prior to September 17, 2016, unless Parent, US Parent and Merger Sub have irrevocably waived the condition set forth in Section 6.02(d) prior to such date (and, in the case of such waiver, none of Ultimate Parent or its Affiliates shall have any further obligations under this Section 5.02(e)). Except as set forth in Section 5.02(e) of the Parent Disclosure Letter and subject to this Section 5.02(e), neither Ultimate Parent nor the Company shall take or permit any of its Subsidiaries or Affiliates to take any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Clearance. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the covenants and agreements set forth in Section 5.02(a), this Section 5.02(e) and Section 5.02(f) constitute the event sole obligations of a the parties with respect to the efforts required to obtain the CFIUS Turndown, no Filing Party shall have any further obligation to seek CFIUS ApprovalClearance.