Common use of CFIUS Matters Clause in Contracts

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.