CFIUS Clearance. The CFIUS Clearance shall have been obtained.
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 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. The parties shall have obtained CFIUS Clearance.
CFIUS Clearance. The Borrower and Lender shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to obtain CFIUS Clearance. Each of the Borrower and Lender shall, in connection with the efforts to obtain CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) to the extent not prohibited by CFIUS, promptly inform each other of any communication received by any party from, or given by any party to, CFIUS, including by promptly providing copies to each other of any such written communications, (iii) permit each other to review in advance any substantive communication that is given to, and consult with each other in advance of any conference, meeting, or substantive telephone call with, CFIUS, and to the extent not prohibited by CFIUS, provide each other the opportunity to attend and participate in any conference, meeting, or substantive telephone call with CFIUS and (iv) enter into such commercially reasonable assurances or agreements requested or required by CFIUS or the President of the United States to obtain CFIUS Clearance; provided, however, that neither Lender, the Borrower nor any of their respective Affiliates shall be required to (w) take any action that would violate any Law applicable to such Person, (x) sell, divest, or dispose of any assets or businesses that such Person holds, (y) with respect to the Lender or its Affiliates, provide the Borrower with copies of or permit the Borrower to review or receive the “personal identifier information” under 31 C.F.R. § 800.502(c)(5), or (z) otherwise adopt conditions or restrictions that would reasonably be expected to have, individually or in the aggregate, either an adverse effect on the value of the Lender’s investment or an adverse effect on the Borrower. For purposes of this Section 3.07, “commercially reasonable efforts” shall not be construed to require any party to enter into litigation to overturn or challenge any governmental determination or action with respect to the DPA.
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-Fxxxxx”), 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.
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 have been obtained and shall be in full force and effect 84 ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT 84 Section 10.1. No Misrepresentation or Breach of Covenants and Warranties 84 Section 10.2. Required Parent Vote 85 Section 10.3. No Restraint 85 Section 10.4. Other Deliveries 85 Section 10.5. Frustration of Closing Conditions 85 ARTICLE XI TERMINATION 85 Section 11.1. Termination 85 Section 11.2. Notice of Termination 86 Section 11.3. Effect of Termination 87 ARTICLE XII INDEMNIFICATION 88 Section 12.1. Survival 88 Section 12.2. Indemnification by Parent 88 Section 12.3. Indemnification by Buyer 89 Section 12.4. Termination of Indemnification 89 Section 12.5. Procedures Relating to Indemnification 89 Section 12.6. Notice and Opportunity To Defend 89 Section 12.7. Treatment of Indemnification Payments 90 Section 12.8. Additional Limitations; Manner of Payment 90 Section 12.9. Exclusive Remedy 91 Section 12.10. Excluded Liability Cooperation 91 Section 12.11. Subrogation 92 ARTICLE XIII GENERAL PROVISIONS 92 Section 13.1. Governing Law 92 Section 13.2. No Public Announcement 93 Section 13.3. Notices 93 Section 13.4. Successors and Assigns; No Recourse 94 Section 13.5. Access to Records after Closing 94 Section 13.6. Entire Agreement; Amendments 95 Section 13.7. Waivers 95 Section 13.8. Expenses 95 Section 13.9. Partial Invalidity 95 Section 13.10. Execution in Counterparts 96 Section 13.11. Further Assurances 96 Section 13.12. Jurisdiction; Specific Performance 96 Section 13.13. Waiver of Jury Trial 96 Section 13.14. Confidential Nature of Information 97 Section 13.15. Disclosure Schedules 97 Section 13.16. Privilege; Waiver of Conflicts 97 Exhibit Exhibit A Transition Services Agreement Exhibit B Distribution Agreement (Hardware) Exhibit C Reorganization Certificate Exhibit D Form of German Transfer Deed Exhibit E IP Cross License Exhibit F Term Sheet for Equity Investment EQUITY PURCHASE AGREEMENT EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2020, between RTI Surgical Holdings, Inc., a Delaware corporation (“Parent”), and Ardi Bidco Ltd., a Delaware corporation (“Buyer”).
CFIUS Clearance. CFIUS Clearance shall have been obtained and shall be in full force and effect.
