Foreign Ownership and Control. Buyer is not a “foreign person” as defined by 31 C.F.R. §800.216 or 22 C.F.R. §120.16 and no foreign person as so defined has “control,” as defined by 31 C.F.R. §800.204, over Buyer or has the authority or ability to establish or direct the general policies or day-to-day operations of Buyer.
Foreign Ownership and Control. 9.1 If the User is a private sector entity, which holds a CISD awarded Industrial Security Facility Security Clearance, the User shall report any change in organization ownership or control to the CISD. If CISD determines that as a result of a change in organization ownership or control the User is in a position of being under Foreign Ownership and Control, CISD shall report the Foreign Ownership and Control to CSE. If the user is a private sector entity with security requirements confirmation completed by a sponsoring federal government department in support of an MOA/MOU or other CSEC approved written agreement, the User shall report any change in organization ownership or control to the sponsoring department and CSE for review. In either case, if CSE determines that as a result of being under Foreign Ownership and the Control the User is no longer authorized to have possession or use of ACM, then this Agreement is terminated and the termination provision in section 18 shall apply.
Foreign Ownership and Control. (a) No foreign government, agency of a foreign government or representative of a foreign government, no business enterprise or other entity organized, chartered or incorporated under the Laws of any country other than the United States or its territories, nor any person who is not a citizen or national of the United States (each a “Foreign Interest” in accordance with the NISPOM), (i) directly or indirectly will own or have beneficial ownership (defined as the power to vote or direct the voting of a security or to impose or direct the disposition of a security) sufficient to elect, or is otherwise entitled to representation on (including in any observer capacity), the governing board of Parent, or (ii) has (or following the Merger will have) the power, direct or indirect, whether or not exercised, and whether or not exercisable through the ownership of Parent, by contractual arrangements or other means, to determine, direct or decide matters affecting the management or operations of Parent.
(b) As a result of the Transactions, no “foreign person,” whether affiliated as a limited partner or otherwise, will obtain through Parent, whether directly or indirectly, or otherwise as a result of the Transactions, any of the following: (i) “control” of the Company; (ii) access to any “material nonpublic technical information” of the Company; (iii) membership or observer rights on the Company Board or the right to nominate an individual to a position on the Company Board; or (iv) any “involvement (other than through voting of shares) in substantive decision” making of the Company regarding (A) “the use, development, acquisition, or release of any of critical technologies,” (B) “the management, operation, manufacture, or supply of covered investment critical infrastructure” or (C) the “use, development, acquisition, safekeeping, or release of sensitive personal data of U.S. citizens maintained or collected by” the Company. Unless otherwise specified, all terms in this Section 4.13(b) in quotation marks are defined as those terms are defined in Section 721 the Defense Production Act of 1950, as amended, including all implementing regulations thereof.
Foreign Ownership and Control. Consummation of the transactions contemplated hereby will not result in foreign control of the Company and/or its Subsidiaries (within the meaning of the Foreign Investment Risk Review Modernization Act of 2018 and the regulations promulgated hereunder) or the consummation of any pilot program covered investment (within the meaning of the regulations promulgated by the United States Department of Treasury relating to the Pilot Program to Review Certain Transactions Involving Foreign Persons and Critical Technology).
Foreign Ownership and Control. Parent acknowledges the restrictions that affiliation with or significant influence by a Foreign Interest, as that term is defined in the NISPOM and described here, may put on the prospects of the Group Companies, and shall fully comply with the Law with respect to mitigation of any such affiliation or influence of such Foreign Interest. If Parent, or any of its subsidiaries involved in this transaction, are owned, individually or in the aggregate, 5% or more, by a foreign government, agency of a foreign government, or representative of a foreign government; business enterprise or other entity organized, chartered or incorporated under the laws of any country other than the United States or its territories; or any person who is not a citizen or national of the United States (each a “Foreign Interest”), Parent agrees to mitigate such foreign ownership in accordance with the NISPOM and as approved by the DCSA or any other CSA, as applicable, so as not to compromise the Group Companies’ facility security clearances and the ability to perform under classified contracts of the U.S. Government. Parent holds facility clearances at the appropriate level of classification necessary for each Group Company to continue to perform its respective classified contracts, or will be willing to obtain a facility security clearance or be excluded in accordance with the NISPOM, in order for the Group Companies to be able to continue to perform on classified contracts of the U.S. Government. Parent further acknowledges that no Group Company shall have liability for any breach of any representation or warranty to the extent such breach results from Parent or any of its Affiliates having any direct or indirect foreign ownership that hasn’t been disclosed and properly mitigated under the NISPOM or from Parent’s inability to hold the necessary level of clearance.
Foreign Ownership and Control. No non-U.S. government, agency of a foreign government or representative of a foreign government, nor business enterprise or other entity organized, chartered or incorporated under the Laws of any country other than the United States, nor any person who is not a citizen or national of the United States (each a “Foreign Interest”) (a) individually or in the aggregate with other affiliated Foreign Interests, holds or owns (or at the time of, or in connection with, the Transactions will hold or own) 10% or more (directly or indirectly) of the outstanding voting interest in Parent or any Sponsor, (b) has (or at the time of, or in connection with, the Transactions will have) the power, direct or indirect, whether or not exercised, and whether or not exercisable through the ownership of Parent or any Sponsor, by contractual arrangements or other means, to direct or decide matters affecting the management or operations of Parent or any Sponsor (or the right to acquire any such power), (c) has (or at the time of, or in connection with, the Transactions will have) membership or observer rights on Parent’s or any Sponsor’s board of directors (or equivalent) or the board of directors (or equivalent) of any person or entity that controls Parent or any Sponsor, or has the right to nominate an individual to a position on Parent’s or any Sponsor’s board of directors (or equivalent), or the board of directors (or equivalent) of any person or entity that controls Parent or any Sponsor (or has the right to acquire any such rights) or (d) holds (or at the time of, or in connection with, the Transactions will hold or acquire) ownership interests in Parent or any Sponsor other than solely for the purpose of passive investment, as that term is defined in 31 C.F.R. § 800.243.
Foreign Ownership and Control. Neither Parent nor Merger Sub is a foreign person as defined by 31 C.F.R. §800.216 or 22 C.F.R. §120.16 and no foreign person as so defined has control, as defined by 31 C.F.R. §800.204, over Parent or Merger Sub or otherwise has the authority or ability to establish or direct the general policies or day-to-day operations of Parent or Merger Sub.
