CFIUS Satisfied Condition definition

CFIUS Satisfied Condition shall be achieved when (1) the Company and the Non-U.S. Investor shall have received written notice from CFIUS stating that: (A) CFIUS has concluded that the Covered Transactions do not constitute a “covered transaction” subject to review under the DPA; or (B) the assessment, review or investigation of the Covered Transactions under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transaction; (2) CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Covered Transactions and either (A) the fifteen day period under the DPA subsequent to the President’s receipt of the CFIUS report during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Covered Transaction has expired without any such action being taken or (B) the President of the United States has announced a decision not to take any action to suspend, prohibit or place any limitations on the Covered Transactions; or (3) CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transaction on the basis of a CFIUS declaration, but CFIUS has not requested that the Company and the Non-U.S. Investor submit a CFIUS notice and has not initiated a unilateral CFIUS review, and the Company and each Non-U.S. Investor reasonably decide that the notice from CFIUS that it is not able to complete action is sufficient to constitute the CFIUS Satisfied Condition.

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CFIUS Satisfied Condition means (a) the filing holder and the Corporation shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the Covered Transactions do not constitute a “covered transaction” subject to review under the DPA; or (ii) the assessment, review or investigation of the Covered Transactions under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transactions; (b) CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Covered Transactions and either (i) the period under the DPA subsequent to the President’s receipt of the CFIUS report during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Covered Transactions has expired without any such action being taken and without that Presidential review having been suspended or (ii) the President of the United States has announced a decision not to take any action to suspend, prohibit or place any limitations on the Covered Transactions; or (c) CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transactions on the basis of a CFIUS declaration, but CFIUS has not requested that the filing holder and the Corporation submit a CFIUS notice and has not initiated a unilateral CFIUS review, and the filing holder deems such circumstances to constitute the CFIUS Satisfied Condition.

CFIUS Satisfied Condition has the meaning set forth in Section 5.4(b).

Examples of CFIUS Satisfied Condition in a sentence

For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
For the avoidance of doubt, a Non-U.S. Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
For the avoidance of doubt, Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
For the avoidance of doubt, a Non-U.S. Purchaser shall not have any obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
In the event of a CFIUS Filing Requirement, no future provisions of the Certificate of Incorporation or any other agreement serving a similar purpose with respect to a future acquisition of shares by a Non-U.S. Investor shall apply to any Non-U.S. Investor making filings pursuant to the DPA under this Subsection 5.11 unless and until the date that is ten (10) business days after the CFIUS Satisfied Condition is achieved.
For the avoidance of doubt, neither the Company nor any Non-U.S. Investor shall have an obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
For the avoidance of doubt, a Non-U.S. Shareholder shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.
In the event of a CFIUS Filing Event neither (A) the “Special Mandatory Conversion” provisions of the Restated Certificate nor (B) any future provisions of the Restated Certificate serving a similar purpose with respect to a future acquisition of shares by the Investors shall apply to any Investors making filings pursuant to the DPA under this Section 5.15(b)unless and until the CFIUS Satisfied Condition is achieved.
In the event of a CFIUS Filing Event (as defined in the Purchase Agreement), any future provisions of the Restated Certificate or any other agreement serving a similar purpose with respect to a future acquisition of shares by the Investors shall not apply to any Non-U.S. Investors making filings pursuant to the DPA under this Subsection 3.6(b) unless and until the CFIUS Satisfied Condition is achieved.
In the event of a CFIUS Filing Requirement, neither (A) the “pay to play” provisions of the Investment Agreement nor (B) any future provisions of any other agreement serving a similar purpose with respect to a future acquisition of shares by a Non-U.S. Shareholder shall apply to any Non-U.S. Shareholder making filings pursuant to the DPA under this Clause 21.1 unless and until the date that is ten (10) Business Days after the CFIUS Satisfied Condition is achieved.