CFIUS Condition definition

CFIUS Condition shall have been satisfied if, as a result of such a Filing, or as the result of the subsequent submission of a voluntary notice pursuant to 31 C.F.R. Part 800, or an agency notice to CFIUS pursuant to the DPA, (i) the CFIUS Parties have received written notice from CFIUS stating that CFIUS has concluded that the Transactions are not “covered” transactions or investments as defined by 31 C.F.R. Part 800, and therefore are not subject to review by CFIUS; or (ii) the CFIUS Parties receive written notice from CFIUS stating that either (a) the review or investigation of the Transactions under Section 721 of the DPA has concluded and that CFIUS has determined that there are no unresolved national security concerns with respect to the Transactions; (b) CFIUS shall have sent a report to the President of the United States (the “President”) requesting the President’s decision or determination with regard to the Transactions and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit, or place any limitations on the Transactions shall have expired without any such action being announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit, or limit the Transactions; or (c) CFIUS has informed the parties that the Committee is not able to complete action under Section 721 of the DPA with respect to the Transactions on the basis of a CFIUS declaration, CFIUS has not requested that the CFIUS Parties submit a CFIUS notice and CFIUS has not initiated a unilateral CFIUS review of the Transactions, provided, however, that in the case of this subsection (ii)(c), either of (a) any Investor or (b) the Company may elect to submit a voluntary notice pursuant to 31 C.F.R. Part 800, and in that event, the CFIUS Condition shall not be satisfied until CFIUS has provided one of the responses listed in subsection (i) or (ii)(a)-(b).
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CFIUS Condition means that written notice has been received by respective counsel for Merger Subsidiary and the Company from CFIUS stating that the review or investigation of the transaction under Section 721 has been concluded and that CFIUS has made a determination that the transactions contemplated under this Agreement do not present any unresolved national security concerns, or the President of the United States has announced his decision not to suspend or prohibit the transactions contemplated under this Agreement.
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CFIUS Condition has the meaning set forth in Section 7.01(b)(ii).
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Examples of CFIUS Condition in a sentence

  • The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and the CFIUS Condition shall have been satisfied.

  • As soon as practicable following the date hereof, the Borrower and the Lender shall cooperate to prepare and submit a filing (the “CFIUS Filing”) to the Committee on Foreign Investment in the United States (“CFIUS”) and use reasonable best efforts to satisfy the CFIUS Condition; provided, however, that the Lender shall not be required to satisfy the CFIUS Condition if doing so would obligate it to accept a Burdensome Condition (as defined below).

  • In addition, prior to the Maturity Date and subject to satisfaction of the CFIUS Condition, all of the outstanding Obligations shall automatically convert into Common Stock at the Conversion Price upon the occurrence of a Liquidity Event or Change of Control.

  • Notwithstanding anything to the contrary in this Secured Note, unless and until (a) shareholder approval is obtained by the Borrower, the conversion of Obligations pursuant to the provisions of this Secured Note is limited such that the Lender’s ownership of Common Stock does not exceed twenty percent (20%) of the Borrower’s outstanding shares on any date of determination (the “NASDAQ Condition”), and (b) the CFIUS Condition is satisfied, no conversion of Obligations under this Secured Note shall occur.

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  • The Company and Parent agree that if CFIUS suggests or requests, or if Parent determines it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit the declaration described in clause “(iv)” above or the Joint Voluntary Notice submitted to CFIUS pursuant to this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such declaration or Joint Voluntary Notice.

  • Subject to ‎Section 8.01(a), each of Parent, Merger Subsidiary and the Company shall use their respective reasonable best efforts to take all other actions necessary to cause the satisfaction of the CFIUS Condition, the DDTC Condition and the MINEFI Condition.

  • All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities required in connection with the execution, delivery or performance of this Agreement (to the extent performance is required at the Closing) shall have been obtained or made, including, but not limited to, the CFIUS Condition, without the imposition of a Burdensome Condition.

  • Subject to Section 8.01(a), each of Parent, Merger Subsidiary and the Company shall use their respective reasonable best efforts to take all other actions necessary to cause the satisfaction of the CFIUS Condition, the DDTC Condition and the MINEFI Condition.

  • The Company and Murata agree that if CFIUS suggests or requests, or if Murata and the Company determine it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit a declaration or Joint Voluntary Notice submitted to CFIUS pursuant to this Section 7.7(a), the Company and Murata shall cooperate in withdrawing and resubmitting such declaration or Joint Voluntary Notice.


More Definitions of CFIUS Condition

CFIUS Condition means: (i) CFIUS Approval has been received and (ii) unless waived by SoftBank, CFIUS shall not have required or imposed any Burdensome Conditions (as defined in the Purchase Agreement).
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CFIUS Condition is defined in Clause 5.1.
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CFIUS Condition means, if the Parties have submitted a filing to CFIUS with respect to the Transaction, CFIUS Approval shall have been obtained.
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Related to CFIUS Condition

  • Business Condition means the financial condition, business, assets, liabilities and operations of a Person.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • LC Conditions has the meaning given to such term in Section 2.9.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Hazardous condition means any situation involving the actual, imminent or probable spillage, leakage, or release of a hazardous substance onto the land, into a water of the State or into the atmosphere which creates an immediate or potential danger to the public health or safety or to the environment.

  • Minimum Condition has the meaning set forth in Annex I.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Unsafe condition as used in this clause means the actual or potential exposure of contractor or Government employees to a hazardous material as defined in Federal Standard No. 313, and any revisions thereto during the term of this contract, or any other material or working condition designated by the Contracting Officer's Technical Representative (COTR) as potentially hazardous and requiring safety controls.

  • Obstetric condition means a condition that is listed under Group T4 (Obstetrics) in the Medicare Benefits Schedule.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Nonconforming zoning condition means a physical improvement on a property that does not conform with current zoning standards.

  • Qualifying medical condition means seizure disorder,

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Payment Condition shall be deemed to be satisfied in connection with a Restricted Payment, Restricted Debt Payment, investment or Permitted Acquisition if:

  • Product Conditions means these product terms and conditions. These Product Conditions apply to each series of cash settled Warrants over single equities;

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

  • Terms & Conditions means the Special Conditions of Contract and General Conditions of Contract herein mentioned and other stipulations incorporated in any part of Tender Document and /or Agreement.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibilityconditions listed in Clause [5] of the Tender Document.

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.