Critical Technology Matters Sample Clauses
The 'Critical Technology Matters' clause defines and addresses issues related to technologies that are essential to the performance or security of a contract or project. This clause typically identifies specific technologies, systems, or components that are considered critical, and may set out requirements for their use, maintenance, or protection, such as restrictions on subcontracting, mandatory security protocols, or notification obligations if changes occur. Its core function is to ensure that vital technological elements are properly managed and safeguarded, thereby reducing operational risks and protecting the interests of the parties involved.
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Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services.
(b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such Investor’s investment in the Company (the “Covered Transactions”) or (ii) such Investor or the Company reasonably determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; (y) the Company and each Investor shall, and shall cause its Affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated Certificate); and (z) the Company shall provide notice of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
Critical Technology Matters. If to the Company’s knowledge (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of the DPA, or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Major Investors of (i) such change in the categorization of its products, services, or technology or (ii) its engagement in the design, fabrication, development, testing, production or manufacture of a critical technology.
Critical Technology Matters. 5.11.1 To the extent that any pre-existing products or services provided by the Company are re-categorized by the U.S. government as critical technologies within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of critical technologies after a re-categorization of selected technologies by the U.S. government, the Company shall provide at least 60-days notice to Novo Holdings A/S (“Novo”) in advance of a Closing other than the Initial Closing and/or any other financing or investment of a type contemplated by the DPA in the Company by Novo or any other party.
5.11.2 If and only if (i) the Committee on Foreign Investment in the United States (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to the Investor’s investment in the Company (the “Covered Transactions”) or (ii) any Investor or the Company determine that a filing with CFIUS is required with respect to the Covered Transactions pursuant to 31 C.F.R. Part 801, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its affiliates to, use commerially reasonable efforts to obtain, as applicable, the CFIUS Satisfied Condition as defined in the Purchase Agreement, provided that agreement to any mitigation terms shall be at the reasonable discretion of the affected party.
Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re- categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services.
(b) Subject to Section 4.14 of the Purchase Agreement, if and only if (i) the Committee on Foreign Investment in the United States (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to the Investor’s investment in the Company (the “Covered Transactions”) or (ii) any Investor or the Company reasonably determines (based on advice of counsel) that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Purchase Agreement), provided that agreement to any mitigation terms shall be at the reasonable discretion of the affected Investor.
Critical Technology Matters. 5.11.1 To the extent that any pre-existing products or services provided by the Company are re-categorized by the U.S. government as critical technologies within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of critical technologies after a re-categorization of selected technologies by the U.S. government, the Company shall provide at least 60-days notice to Novo Holdings A/S (“Novo”) in advance of a Closing other than the Initial Closing and/or any other financing or investment of a type contemplated by the DPA in the Company by Novo or any other party.
5.11.2 If and only if (i) the Committee on Foreign Investment in the United States (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to the Investor’s investment in the Company (the “Covered Transactions”) or (ii) any Investor or the Company determine that a filing with CFIUS is required with respect to the Covered Transactions pursuant to 31 C.F.R. Part 801, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its affiliates to, use commerially reasonable efforts to obtain, as applicable, the CFIUS Satisfied Condition as defined in the Purchase Agreement, provided that agreement to any mitigation terms shall be at the reasonable discretion of the affected party.