Foreign Investment Clearance Clause Samples
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Foreign Investment Clearance. (a) The Buyer agrees, as soon as practicable after the date of this Agreement, to make the compulsory filing with the Foreign Investment Authority in order to obtain the Foreign Investment Clearance.
(b) The Buyer shall keep the Sellers’ Agent regularly informed of the status of the Foreign Investment Clearance process and the expected timing of obtaining the Foreign Investment Clearance.
(c) The Buyer shall undertake its reasonable best efforts to obtain the Foreign Investment Clearance without undue delay on or before the Longstop Date provided, for the avoidance of doubt, that nothing in this Agreement shall require the Buyer to (i) offer (and not withdraw) any commitments, undertakings and other remedies that the Foreign Investment Authority may impose as a condition to clearance or (ii) divest, dispose of, or hold separate (or otherwise take or commit to take any action that limits the Buyer’s freedom of action with respect to, or its ability to retain, operate or control of) any of its businesses or assets or the businesses or assets of the entities of the Group.
(d) The Sellers shall, and (to the extent of their respective available powers as shareholders, directors and corporate officers of the Company or the Subsidiary), shall cause the Company and its management to promptly co-operate with and provide all such assistance as the Buyer may request in order to obtain the Foreign Investment Clearance and shall provide at the request of the Buyer in a timely fashion all information requested by the Buyer for the preparation of the filings with the Foreign Investment Authority and responses to questions raised by the Foreign Investment Authority.
Foreign Investment Clearance. In order to obtain the Foreign Investment Clearance, Buyer has made appropriate and complete submissions, notifications and filings with the French Minister of Economy, subject to the reception of all information required from the Seller. Buyer has received the Foreign Investment Clearance on June 29, 2020. The Seller shall ensure at any time for a five (5) year period from the Closing Date that a person from the Seller’s group is in charge of the restrictive areas (zones à régime restrictif) of the Owned Real Property which store the chemolibraries (chimiothèques) of the Sellers’s group, so that the Buyer shall not be in breach of its commitments vis-à-vis the French State in the context of the Foreign Investment Clearance. Buyer shall ensure that during the same period of time, neither Buyer nor the Company shall give access to such restrictive areas to any person that has not been authorized by Seller in accordance with such commitments. As soon as possible following the Closing Date, the Parties shall enter into an agreement providing for the practical conditions for the request and grant of such authorization.
Foreign Investment Clearance. (a) No French Group Member holds a national defense secrecy accreditation.
(b) None of the materials and equipment produced or marketed by the French Group Members constitute dual use goods within the meaning of the EU Regulation No. 428/2009, or military materials within the meaning of the French Defense Code.
Foreign Investment Clearance. The foreign investment notification has been made with the French Ministry of Economy, Finance and Recovery (Ministère de l’Economie, des Finances et de la Relance) pursuant to articles L.151-3 and R.151-1 and seq. of the French Code Monétaire et Financier, and in relation to said notification, (i) the French Ministry of Economy, Finance and Recovery (Ministère de l’Economie, des Finances et de la Relance) has provided notification that the transactions contemplated hereunder do not fall within its approval requirement pursuant to the above-mentioned legislation, (ii) the underlying approval has been granted or (iii) all appropriate waiting periods (including any extensions thereof) have expired, lapsed or been waived (the “Foreign Investment Approval”).
Foreign Investment Clearance. (i) The Purchaser shall use its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required or reasonably requested to be filed with the French Ministry of Economy with respect to the Contemplated Transactions, and to submit promptly any additional information requested by the French Ministry of Economy. Purchaser shall respond as promptly as practicable to any inquiry or request received from the French Ministry of Economy for additional information or documentation in relation to the Foreign Investment Clearance. Subject to the confidentiality provisions of the Confidentiality Agreement, each of Purchaser and the Company shall promptly supply the other with any information that would reasonably be expected to be required in order to effectuate any filing (including any application) pursuant to (and to otherwise comply with its obligations set forth in) this Section 7.1(a).
(ii) Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, the Purchaser shall: (A) consult with Sellers prior to taking a position with respect to any such filing; (B) permit the Sellers to review and discuss in advance, and consider in good faith the views of Sellers in connection with, any analysis, appearance, presentation, memorandum, brief, white paper, argument, opinion or proposal before making or submitting any of the foregoing to the French Ministry of Economy; (C) coordinate with Sellers in preparing and exchanging such information; (D) promptly provide the Sellers (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by the Purchaser to the French Ministry of Economy related to this Agreement or any of the Contemplated Transactions; and (E) permit the Sellers and their Representatives to participate in all discussions, telephone calls and meetings with any Governmental Entity related to this Agreement or any of the Contemplated Transactions.
(iii) The Purchaser shall promptly notify the Sellers and the Company upon the receipt of: (i) any communication from the French Ministry of Economy in connection with the Foreign Investment Clearance; and (ii) any request by the French Ministry of Economy for any amendment or supplement to ...