FOCI and National Security Issues Clause Samples

FOCI and National Security Issues. The Company shall take all actions necessary to obtain and maintain authorization to possess U.S. Government classified and sensitive unclassified information.

FOCI and National Security Issues. The following provisions --------------------------------- will apply in order to address issues relating to national security. (i) WELCO will take appropriate steps to mitigate any FOCI issues that arise from existing activities included in the ESBU Operations, including activities at the STC. If necessary, these steps will include the novation of any classified contracts to WGS or WGES, as appropriate. (ii) WELCO will honor all existing commitments to the DOE with respect to AP600 technology, including payment commitments. (iii) WELCO will comply with applicable U.S. Government export regulations and will honor all commitments to the Nuclear Regulatory Commission with respect to the nuclear materials and other licenses currently held as part of the ESBU Business. (iv) There will be no common officers between WELCO and WGS.

FOCI and National Security Issues. FOCI shall be addressed --------------------------------- through a FOCI Negation Plan consisting of Board resolutions, as reviewed and approved by the DOE (and the DOD as appropriate), copies of which are attached as Exhibit C (the "WGS FOCI NEGATION --------- PLAN"). CONFIDENTIAL (e) Approval. All actions of the Board will be taken by majority -------- vote except that, subject to the provisions of the WGS FOCI Negation Plan, the following actions will require the concurrence of the BNFL Director (except, in the case of clauses (i), (iii), (iv), and (v), to the extent such actions relate to the WGES Operations or to the proceeds of WGS's investment in WGES): (i) disposition or financial encumbrance of all or substantially all of WGS's property and assets; (ii) dissolution, merger or consolidation of WGS; (iii) major financing, which for the purposes of this Agreement shall mean the incurrence of indebtedness for borrowed money of more than $_______ in any single transaction or $_________ in the aggregate; provided that the concurrence of the BNFL Director shall not be required for the approval of any refinancing of any financing previously approved under this clause (iii) so long as the amount of the indebtedness is not increased and the terms of the refinancing are no less favorable to WGS than the original financing; (iv) commencement or settlement of major litigation, which for the purposes of this Agreement means any action or proceeding, whether involving a court action, arbitration, mediation or other dispute resolution process, (A) in which the amount in damages payable by any party may reasonably be expected to exceed $2,000,000 or (B) may reasonably be expected to result in any order or other binding decision that would prevent WGS from carrying on any material part of WGS's business; (v) material changes to the dividend and distribution policy of WGS; (vi) assumption of material additional liabilities or purchase of material additional assets through the submission of bids for new contracts or the amendment of existing contracts; (vii) material changes to the lines of business conducted by WGS; or (viii) such other matters as may be specified in the WGS Agreement. CONFIDENTIAL Appropriate protections will be provided to ensure that funds are not distributed to MK or its affiliates via contract or any other mechanism that would frustrate or avoid BNSI's participation in the gains, profits and losses of WGS and the WGS Operations as contemplated ...