Committee on Foreign Investment in the United States. The regulations of the Government require submission of a declaration or notice to the Committee on Foreign Investment in the United States forty-five (45) days before consummation of certain transactions with a foreign person. In order to facilitate the exchange of technical information under this Agreement, Licensee shall not, without appropriate prior notice to the Committee on Foreign Investment in the United States and simultaneous prior written notice to APL, pursue or complete any covered transaction as defined under 31 CFR 800.207 or 31 CFR 801.210. Failure by Licensee to provide such prior written notice to APL or appropriate prior notice to the Committee on Foreign Investment in the United States shall constitute a material breach of this Agreement. APL, at its sole discretion, may allow Licensee to cure such material breach in accordance with Section 11.2(b). APL neither represents that notice to the Committee on Foreign Investment in the United States of any particular transaction is required, nor that, if required, any such transaction will be permitted to proceed by the Government.
Committee on Foreign Investment in the United States. (a) Each of the 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 by this Agreement to CFIUS; and (B) as soon as possible thereafter (but not less than five (5) Business Days after the draft joint voluntary notice referenced in clause (A) has been submitted to CFIUS), a formal joint voluntary notice with respect to the transactions contemplated by this Agreement to CFIUS;
(ii) Each of FMCTI and Technip shall (A) permit counsel for the other reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to CFIUS or any of its member agencies, to the extent not prohibited by such Governmental Entity; and (B) not participate in any substantive meeting or discussion, 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 in advance and, to the extent practicable and not prohibited by such Governmental Entity, giving the other the opportunity to attend and 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 all cases within the amount of time allowed by CFIUS.
(c) In furtherance, and not in limitation, of the obligations imposed by Section 5.19(a), each of FMCTI and Technip shall take, or cause to be taken, all actions that are customarily undertaken to obtain CFIUS Clearance so as 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 Closing would limit Topco’s (or any of its ...
Committee on Foreign Investment in the United States. The parties agree that the Transaction shall not afford the Investors, directly or indirectly, (i) any access, rights, or involvement, as described in 31 C.F.R. § 800.211(b), with respect to SVAC, Merger Sub, or the Company, or (ii) “control,” as defined at 31 C.F.R. § 800.208, of SVAC, Merger Sub, or the Company.
Committee on Foreign Investment in the United States. The Company is not engaging in activities that would cause it to become in the future, a “TID U.S. business,” as that term is defined at 31 C.F.R. 800.248. For avoidance of doubt, the Company does not (a) produce, design, test, manufacture, fabricate or develop any “critical technologies,” as defined at 31 C.F.R. 800.215; (b) perform any functions related to “covered investment critical infrastructure” as defined at 31 C.F.R. 800.212 and as set forth in Appendix A to 31 C.F.R. Part 800; or (c) maintain or collect, directly or indirectly, any “sensitive personal data” of U.S. citizens as defined at 31 C.F.R. 800.241.
Committee on Foreign Investment in the United States. Mxxxxx Sub does not qualify as a “foreign person” pursuant to 31 C.F.R. Section 800.224.
Committee on Foreign Investment in the United States. The Purchaser will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in the Company as a result of the purchase and sale of the Notes hereunder such that a Declaration or Joint Voluntary Notice to the Committee on Foreign Investment in the United States would become mandatory under 31 C.F.R. Part 800. The Purchaser will not have or otherwise obtain control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of the Notes hereunder.
Committee on Foreign Investment in the United States. Under the DPA, the President of the United States is authorized to prohibit or suspend acquisitions, mergers or takeovers by foreign persons of persons engaged in interstate commerce in the United States if the President determines, after investigation, that there is credible evidence that such foreign persons in exercising control of such acquired persons might take action that threatens to impair the national security of the United States and that other provisions of existing law do not provide adequate authority to protect national security. Pursuant to the DPA, a party or parties to a transaction may voluntarily submit a notification to CFIUS, which has been designated by the President to administer the DPA, for review of the transaction. Except for a narrow range of transactions, notification is not mandatory for most transactions TABLE OF CONTENTS within CFIUS’s jurisdiction, but CFIUS has authority to initiate a review of a transaction in the absence of a voluntary notification, including after the transaction has closed. The process for a voluntary submission customarily entails the parties submitting a draft joint voluntary notice, receiving comments from CFIUS, and then submitting a final notice filing that CFIUS will formally accept for review. Once a review has been formally initiated, CFIUS has forty-five (45) calendar days to either clear the transaction or initiate a second-stage investigation. If CFIUS declines to investigate because it has determined that there are no unresolved national security issues, the review process is complete. If CFIUS decides to investigate, it has an additional forty-five (45) days (with a possible fifteen (15)-day extension in extraordinary circumstances) in which to resolve the matter or prepare a recommendation to the President of the United States, who must then decide within fifteen (15) days whether to block the transaction. CFIUS may condition its clearance of a transaction upon commitments to be provided by the transaction parties. These timetables may be extended in limited circumstances, for example, if the parties agree to withdraw and refile the notice at the request of CFIUS. There is no automatic prohibition against the consummation of an acquisition, merger or takeover if a review is pending, no notification is made or CFIUS does not initiate a review, so long as the transaction is not subject to mandatory filing under the DPA. However, CFIUS retains jurisdiction to review a covered transaction fo...
Committee on Foreign Investment in the United States. Neither Parent nor Merger Sub is a “Foreign Person,” as such term is defined in 31 C.F.R. § 800.224.
Committee on Foreign Investment in the United States. Neither Parent nor the Sponsor is a “foreign person” as defined in 31 C.F.R. § 800.215. No “foreign person” as defined in 31 C.F.R. § 800.215 that is an investor in Parent or the Sponsor will obtain (i) access to any material nonpublic technical information (as defined in 31 C.F.R. § 800.232) in the possession of the Company, (ii) membership or observer rights on, or the right to nominate an individual to a position on, the Company Board, or (iii) any involvement, other than through voting of shares, in substantive decision-making of the Company regarding (a) the use, development, acquisition, safekeeping, or release of sensitive personal data (as defined in 31 C.F.R. § 800.241) of U.S. citizens maintained or collected by the Company, (b) the use, development, acquisition, or release of critical technologies, as defined in 31 C.F.R. § 800.215, or (c) the management, operation, manufacture, or supply of covered investment critical infrastructure, as defined in 31 C.F.R. § 800.212.
Committee on Foreign Investment in the United States
