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. (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.
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. Buyer is not a “foreign person” within the meaning of 31 C.F.R. § 800.216.
CFIUS Matters. Without limiting the generality of Section 4.3:
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. If, to the knowledge of the Company, at any time the Company (i) is deemed to be a “TID U.S. business” as that term is defined in 31 C.F.R. § 800.248 or (ii) engages in the design, fabrication, development, testing, production or manufacture of “critical technologies” as defined by 31 C.F.R. § 800.215, as amended, then the Company shall provide written notice to Longwood, Xxxxx Bros., RA Capital, BlackRock, Bessemer, Novartis, GV, NIBR, 6 Dimensions, Pitango, AVM and Xxxxxxxxx within 10 days of knowledge of such designation or engagement.
CFIUS Matters. (a) Within ten (10) Business Days of the date of this Agreement, unless otherwise agreed by the parties in writing, the parties shall file with CFIUS a declaration as contemplated under 31 C.F.R. §800.401 (the “CFIUS Declaration”) in accordance with the CFIUS Authorities.
CFIUS Matters. Each of the Parties agrees to use reasonable best efforts to (i) prepare and submit a draft joint voluntary notice to CFIUS in accordance with the requirements set forth in 31 C.F.R. Part 800 (the “CFIUS Notice”) within twenty (20) days of the date hereof, or such date as may otherwise be agreed in writing by the Parties, (ii) promptly following receipt of comments on the draft CFIUS Notice, submit a final CFIUS Notice, and (iii) achieve CFIUS Clearance. Without limiting the foregoing, the Parties shall (i) 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; (ii) promptly inform the other party of any communication received by such party from, or proposed to be given by such party to, CFIUS, by promptly providing copies to the other party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other party 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 party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 7.7, subject to confidentiality considerations contemplated by the DPA or required by CFIUS. For the avoidance of doubt, for purposes of Section 7.4(c) and this Section 7.7, Buyer’s reasonable best efforts shall include taking, or causing to be taken, all actions necessary or advisable or as may be required by any Governmental Authority to enable the consummation of the Acquisition prior to the End Date, including Remedy Actions; notwithstanding the foregoing, Buyer shall not be required to take Remedy Actions (for purposes of Section 7.4(c) and this Section 7.7 collectively) that, when taken together with, on an integrated and aggregate basis, with all other associated business lines of the Business, would require the sale, divestiture or loss of businesses or assets that generated EBITDA in excess of Ten Million U.S. Dollars ($10,000,000) during the trailing twelve (12) months.
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.
