Foreign Ownership or Control. Buyer or, if applicable, Buyer's Parent, will conform to the restrictions on foreign ownership, control or domination contained in Section 104(d) of the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sections 2133(d) and 2134(d), as applicable, and the NRC's regulations in 10 C.F.R. Section 50.
Foreign Ownership or Control. Parent and each Parent Subsidiary owning directly or indirectly in whole or part a Parent Nuclear Facility, in each case conforms to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act of 1954, as applicable, and the NRC’s regulations in 10 C.F.R. § 50.38. Neither Parent nor any Parent Subsidiary owning directly or indirectly in whole or part a Parent Nuclear Facility is currently owned, controlled or dominated by a foreign entity and none will become owned, controlled or dominated by a foreign entity before the Effective Time.
Foreign Ownership or Control. Buyer conforms to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act of 1954, as applicable, and the NRC’s regulations in 10 C.F.R. § 50.38. Buyer currently is not owned, controlled or dominated by a foreign entity and neither will become owned, controlled, or dominated by a foreign entity before the Closing.
Foreign Ownership or Control. Except as set forth on Schedule 6.9, Buyer and its directors, officers, and other individuals having primary management or supervisory responsibilities of Buyer: (a) are U.S. citizens or companies, and (b) are not a “foreign person” as that term is used in 31 C.F.R. Part 800. No foreign person, individually or in the aggregate with other foreign persons, holds an ownership interest sufficient to appoint a member of any governing body of Buyer or any of its current or future subsidiaries. Buyer is ultimately controlled exclusively by U.S. persons and no direct or indirect foreign investor holds any control rights in Buyer, including any voting rights or the right to dispose of any direct or indirect ownership interest in Buyer.
Foreign Ownership or Control. Buyer or, if applicable Parent, will conform to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sections 2133(d) and 2134(d), as applicable, and the NRC's regulations in 10 C.F.R. Section 50.38. Neither Parent nor Buyer is currently owned, controlled, or dominated by a foreign entity and neither will become owned, controlled, or dominated by a foreign entity before the Closing Date of this transaction. Each of Parent and Buyer agrees to abstain from filing any applications with any federal or state agency in connection with any proposed merger, acquisition or disposition of assets or similar business combination that could result in foreign ownership, control, or domination of Buyer, Buyer's holding company or affiliates that own or control it before the Closing Date of this transaction. If regulatory approval from the NRC for the transfer of licenses from Sellers to Buyer has not been received prior to twenty days before the Termination Date and any issues in the application to transfer related to NRC approval of Buyer's foreign ownership, control or domination status have not been resolved by that time, Sellers may at their option terminate this Agreement and Buyer will be liable to Sellers for: (i) all of the costs that were incurred in the sale of NMP-2 and (ii) any reduction in value received by Sellers. The reduction in value will be defined as the greater of the difference between the sale price to be received by Sellers in this Agreement and (a) the sale price to have been received by Sellers in the terminated transaction between AmerGen as buyer and Niagara Mohawk and NYSEG as sellers (the AmerGen Transaction), or (b) the sale price actually received by Sellers in a subsequent sale completed within two (2) years of the date of termination of this Agreement. In calculating the value of the AmerGen Transaction, the sale price for each transaction will be calculated as if 100% of both NMP-1 and NMP-2 were to be sold. The reduction in value, with regard to comparison with the AmerGen Transaction, will be the difference between the two sale prices. For the purposes of this section the sale price for each sale includes, without limitation, cash, power purchase agreements, revenue sharing, and decommissioning.
