CFIUS Matters Sample Clauses

CFIUS Matters. (a) With respect to any Investor that is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (“Foreign Purchaser”), the Company represents, warrants, covenants and agrees that it has not provided, does not intend to provide and will take measures to prevent the provision to the Foreign Purchaser of (i) access to any material nonpublic technical information, as defined in 31 C.F.R. §800.232, in the possession of Company; (ii) any involvement, other than through voting of shares, in substantive decision making of Company, including regarding the use, development, acquisition, or release of critical technology, as defined in 31 C.F.R. §800.245; (iii) membership or observer rights on, or the right to nominate an individual to a position on, the board of directors or equivalent governing body of the Company; or (iv) rights that could result in the Foreign Purchaser acquiring control, as defined in 31 C.F.R. §800.208, over the Company (subsections (i) – (iv), collectively, “CFIUS Triggering Rights”). The Company further represents that prior to consummating the transactions contemplated by this Agreement and taking into consideration cross-reference of the representation the Investor must make regarding foreign person status, it is not required to file a declaration with the Committee on Foreign Investment in the United States (“CFIUS”) under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. (b) Each Foreign Purchaser represents and acknowledges that the Company is not affording it with, and such Foreign Purchaser will not request, CFIUS Triggering Rights. Such Foreign Purchaser further represents that, assuming it has not been provided with any access to material nonpublic technical information, as defined in 31 C.F.R. §801.232, prior to consummating the transactions contemplated by this Agreement, it is not required to file a declaration with CFIUS under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. Promptly following notification by the Company that any material nonpublic technical information (as defined in 31 C.F.R. §800.232) has been inadvertently produced or disclosed to Foreign Purchaser, such Foreign Purchaser agrees to return or destroy all such information and use commercially reasonable efforts to refrain from reviewing any such information. (c) Each Investor that i...

CFIUS Matters. The parties shall have received the CFIUS Clearance or shall have otherwise determined to each of their reasonable satisfaction that CFIUS Clearance is not required under applicable Law.

CFIUS Matters. To the extent that the Company engages in the design, fabrication, development, testing, production or manufacture of critical technologies within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof, whether because of a new categorization of technology by the U.S. government or otherwise, the Company shall promptly provide notice to Omega Fund V, L.P. (“Omega”).

CFIUS Matters. Without limiting the generality of Section 4.3: (a) The parties shall cooperate in the preparation and filing of a CFIUS Notice, including: (i) within 10 days of the date hereof, unless otherwise agreed by the parties, filing with CFIUS a draft of the CFIUS Notice as contemplated under 31 C.F.R. §800.501, (ii) as promptly as practicable (but in any event, no later than ten days following receipt of comments from CFIUS, unless otherwise agreed by the parties) revising such draft to respond to such comments, and (iii) filing a final CFIUS Notice in accordance with the CFIUS Authorities. (b) The parties shall supply, as promptly as practicable (and in any event, within the time frame required by CFIUS, including any extensions) any certification, additional information, documents or other materials in respect of the CFIUS Notice or the transactions contemplated by this Agreement that may be requested by CFIUS in connection with its review or investigation process related to the CFIUS Clearance. (c) The parties shall cooperate with each other in connection with resolving any review or investigation or other inquiry of CFIUS or any other Governmental Authority related to the review or investigation processes for the CFIUS Clearance, including by (i) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS, (ii) promptly informing each other of any communication received by the parties, or proposed to be given by the parties to CFIUS, by promptly providing copies to the other party of any such written communication and (iii) permitting each other to review in advance any written or oral communication that the parties propose to give to CFIUS, and consulting with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, affording each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in the case of each of the foregoing clauses (ii) and (iii), except for (A) any exhibits to such communications providing the personal identifying information required by 31 C.F.R. § 800.502(c)(6)(vi), (B) information otherwise requested by CFIUS to remain confidential, (C) information the disclosure of which is prohibited by applicable Laws, (D) information exempt from disclosure to the other party pursuant to other provisions of this Agreement, and (E) information reasonably determine...

CFIUS Matters. Buyer is not a “foreign person” within the meaning of 31 C.F.R. § 800.216.

CFIUS Matters. Parent is not a “foreign person” within the meaning of 31 C.F.R. § 800.216.

CFIUS Matters. To the extent that the Company engages in the design, fabrication, development, testing, production or manufacture of critical technologies within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof, whether because of a new categorization of technology by the U.S. government or otherwise, the Company shall promptly provide notice to (i) Omega Fund V, L.P. (“Omega”), (ii) Surveyor, (iii) Xxxxxxxxx and (iv) Nextech V Oncology S.C.S, XXXX-SIF (the “CFIUS Notice Parties”). The Company covenants and agrees that it shall not grant access to any material non-public technical information (as defined in the DPA) to the CFIUS Notice Parties or any of their respective representatives.”

CFIUS Matters. Notwithstanding anything to the contrary herein, nothing in this Agreement shall entitle the GIC Stockholder to have (i) access to any material non-public technical information, as that term is defined in Section 721 of the U.S. Defense Production Act of 1950, as amended, and the CFIUS implementing regulations at 31 C.F.R Part 800 (together, “CFIUS Rules”); (ii) membership or observer rights on the Board of Directors or equivalent governing body of the Company or the right to nominate an individual to a position on the Board of Directors or equivalent governing body of the Company; or (iii) any involvement in any substantive decision-making, other than through voting of shares, as those terms are defined in the CFIUS Rules regarding (a) the use, development, acquisition, safekeeping, or release of sensitive personal data of U.S. citizens maintained or collected by any portfolio company; (b) the use, development, acquisition, or release of critical technologies, as that term is defined in CFIUS Rules; or (c) the management, operation, manufacture, or supply of covered investment critical infrastructure, as that term is defined in CFIUS Rules.

CFIUS Matters. Neither the Company nor any of its Subsidiaries (i) produce, design, test, manufacture, fabricate, or develop any “critical technologies,” as that term is defined in 31 C.F.R. § 800.215; (ii) perform any of the functions as set forth in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure,” as defined in 31 C.F.R. § 800.212; or (iii) maintain or collect, directly or indirectly, “sensitive personal data,” as defined in 31 C.F.R. § 800.241, of U.S. citizens; and, therefore, in turn, neither the Company nor any of its Subsidiaries is a “TID U.S. business” within the meaning of that term in 31 C.F.R. § 800.248.

CFIUS Matters. The parties agree to reasonably cooperate with one another to comply with any inquiries or orders from the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and regulations issued and effective thereunder, and to take, or cause to be taken, all action reasonably requested or imposed by CFIUS, including entering into a mitigation agreement, letter of assurance, national security agreement, trust agreement or other similar arrangement or agreement in relation to the business and assets of the Company.