Common use of Committee on Foreign Investment in the United States Clause in Contracts

Committee on Foreign Investment in the United States. (a) The Parties have mutually determined that they will not make a filing with CFIUS under Section 721 of the DPA with respect to the transactions contemplated under this Agreement, based on their mutual agreement that no such filing is required or warranted. (b) In the event that CFIUS directs the Parties to submit a filing, the Parties shall (i) prepare and file, or cause the preparation and filing of, as promptly as reasonably practicable but in no event later than 15 Business Days after CFIUS directs the Parties to submit a filing, a pre-filing joint voluntary notice with CFIUS pursuant to the DPA and 31 C.F.R. § 800.501(g) and, (ii) as soon as practicable after (but no earlier than five Business Days after) the pre-filing, prepare and file a formal joint voluntary notice with CFIUS; (iii) provide any other relevant information or submissions requested by CFIUS or any other agency or branch of the U.S. government in connection with CFIUS review or investigation of the transactions contemplated by this Agreement within the timeframes required by the DPA unless CFIUS agrees in writing to an extension of such timeframe; (iv) provide each other with the reasonable opportunity to review and comment on any information or submission provided to CFIUS, with the exception of personal identifier information required under 31 C.F.R. § 800.502(c)(5)(vi)(B); (v) coordinate and cooperate fully with each other in exchanging such information and provide such assistance as the other Party may reasonably request in connection with the foregoing; (vi) promptly inform the other Party of any communication (orally or in writing) received by such Party from, or given by such Party to, CFIUS, including by promptly providing copies to the other Party of any such written communications; (vii) 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 to the extent not prohibited by CFIUS, give the other Party the opportunity to attend and participate in any such meeting, call, or conference with CFIUS; (viii) use, or cause their respective Affiliates to use, their reasonable best efforts to obtain CFIUS Approval as promptly as practical after the Execution Date; and (ix) refrain from Closing until such time as the Parties obtain CFIUS Approval. Investor and the Company shall each be responsible for 50% of the filing fee under the DPA. ***

Committee on Foreign Investment in the United States. (a) The Parties have mutually determined that they will not make a filing with CFIUS under Section 721 Each of the DPA parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Law to obtain the CFIUS Clearance as promptly as practicable. (b) Without limiting the obligations imposed by Section 5.19(a): (i) Each of FMCTI and Technip shall submit or cause to be submitted: (A) as promptly as practicable after the date of the MOU a draft joint voluntary notice with respect to the transactions contemplated under by this Agreement, based on their mutual agreement that no such filing is required or warranted. Agreement to CFIUS; and (b) In the event that CFIUS directs the Parties to submit a filing, the Parties shall (i) prepare and file, or cause the preparation and filing of, as promptly as reasonably practicable but in no event later than 15 Business Days after CFIUS directs the Parties to submit a filing, a pre-filing joint voluntary notice with CFIUS pursuant to the DPA and 31 C.F.R. § 800.501(g) and, (iiB) as soon as practicable after possible thereafter (but no earlier not less than five (5) Business Days afterafter the draft joint voluntary notice referenced in clause (A) the pre-filinghas been submitted to CFIUS), prepare and file a formal joint voluntary notice with CFIUS; (iii) provide any other relevant information or submissions requested by CFIUS or any other agency or branch of the U.S. government in connection with CFIUS review or investigation of respect to the transactions contemplated by this Agreement within to CFIUS; (ii) Each of FMCTI and Technip shall (A) permit counsel for the timeframes required by the DPA unless CFIUS agrees in writing to an extension of such timeframe; (iv) provide each other with the reasonable opportunity to review in advance, and comment on any information or submission provided to CFIUS, with consider in good faith the exception views of personal identifier information required under 31 C.F.R. § 800.502(c)(5)(vi)(B); (v) coordinate and cooperate fully with each other in exchanging such information and provide such assistance as the other Party may reasonably request party in connection with the foregoing; (vi) promptly inform the other Party with, any proposed written communication to CFIUS or any of any communication (orally or in writing) received by such Party fromits member agencies, or given by such Party to, CFIUS, including by promptly providing copies to the other Party of any such written communications; (vii) 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 to the extent not prohibited by CFIUSsuch Governmental Entity; and (B) not participate in any substantive meeting or discussion, give either in person or by telephone, with CFIUS or any of its member agencies in connection with the transactions contemplated by this Agreement without consulting with the other Party in advance and, to the extent practicable and not prohibited by such Governmental Entity, giving the other the opportunity to attend and participate participate; and (iii) Each of FMCTI and Technip shall provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the CFIUS review process as promptly as practicable, and in any such meetingall cases within the amount of time allowed by CFIUS. (c) In furtherance, calland not in limitation, or conference with CFIUS; (viii) useof the obligations imposed by Section 5.19(a), each of FMCTI and Technip shall take, or cause their respective Affiliates to usebe taken, their reasonable best efforts all actions that are customarily undertaken to obtain CFIUS Approval Clearance so as promptly as practical to enable the Closing, including proposing, negotiating, committing to and effecting, by mitigation agreement, letter of assurance, national security agreement, security control agreement, special security arrangement, voting trust agreement or proxy agreement, restrictions or actions that after the Execution Date; Closing would limit Topco’s (or any of its Subsidiaries) freedom of action, ownership, control, influence, management or access over Topco, its Subsidiaries or any portion thereof. Among other things, the foregoing shall, subject to the following sentence, require the parties to agree to sell or hold separate and agree to sell, or taking any other action (including agreeing and consenting to (i) restrictions on, or impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interests in any assets or businesses and (ixii) refrain from Closing until such time the creation, termination or amendment of relationships, contractual rights, obligations, ventures or other arrangements) with respect to, before or after the FMCTI Effective Time, any assets or businesses, or interests in any assets or businesses, of Topco, FMCTI, Technip or any of their respective Subsidiaries, as applicable (or agreeing to consent to any sale, or agreement to sell, by Topco, FMCTI or Technip or any of their respective Subsidiaries, as applicable and as the Parties obtain CFIUS Approvalcase may be, of any of its assets or businesses). Investor and However, no party shall, in connection with the Company shall each obligations imposed by Section 5.19(a) or this Section 5.19(c), (A) be responsible for 50% required to take any action if such action (x) would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on FMCTI or Technip or (y) is not conditioned on the consummation of the filing fee Mergers, or (B) take any action without the other party’s prior written consent (which consent shall not be withheld, conditioned or delayed if doing so would be inconsistent with such party’s obligations under the DPA. ***Section 5.19(a) or this Section 5.19(c)).