CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) 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 Contemplated Transactions shall have expired without any such action being threatened, announced or taken.
CFIUS Approval means a written notice received by Seller and Purchasers from CFIUS stating in effect that: (i) CFIUS has concluded that the transactions contemplated by this Agreement is not a “covered transaction” and not subject to review under applicable Law; (ii) the review of the transactions contemplated by this Agreement under Section 721 of the U.S. Defense Production Act of 1950 has been concluded, and there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement; or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by Seller and Purchasers and either (A) the period under the Defense Production Act of 1950 during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby has expired without any such action being threatened, announced or taken or (B) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.
CFIUS Approval means: (i) CFIUS has concluded that none of the transactions contemplated hereunder is a “covered transaction” and, as a consequence, none of the transactions is subject to review under the DPA; (ii) CFIUS has issued a written notice that it has completed a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by this Agreement, and has concluded all action under the DPA; or (iii) if CFIUS has sent a report to the President of the United States requesting the President’s decision and (x) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement or (y) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after 15 days from the earlier of the date the President received such report from CFIUS and the end of the investigation.
Examples of CFIUS Approval in a sentence
Except as provided otherwise in this Agreement, including Section 8.02(b), all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees, costs or expenses, whether or not the Closing occurs; provided that any filing fees incurred in connection with obtaining the CFIUS Approval shall be paid by Parent.
Buyer shall bear sole responsibility for all filing fees of either Party incurred in connection with requesting or obtaining the CFIUS Approval.
The CFIUS Approval will have been obtained without the imposition of a Burdensome Condition.
More Definitions of CFIUS Approval
CFIUS Approval means (i) the Company and the applicable Purchaser(s) shall have received written notice from CFIUS that review under Section 721 of the Defense Production Act of 1950 as amended by the Foreign Investment Risk Review Modernization Act of 2018, including implementing regulations thereof, 31 C.F.R. Parts 800 and 802 (the “DPA”), of the transactions contemplated hereby has been concluded, and CFIUS shall have determined that there are no unresolved national security concerns with respect to the transactions contemplated hereby, and advised that action under Section 721 of the DPA, and any investigation related thereto, has been concluded with respect to the transactions contemplated hereby; (ii) CFIUS shall have concluded that the transactions contemplated hereby are not covered transactions and are not subject to review under Section 721 of the DPA; or (iii) CFIUS shall have sent a report to the President of the United States (the “President”) requesting the President’s decision on the notice and either (1) the period under Section 721 of the DPA during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated hereby shall have expired without any such action being announced or taken or (2) the President shall have announced a decision not to take any action to suspend or prohibit the transactions contemplated hereby.
CFIUS Approval means written notice from CFIUS that any review or investigation of the Transaction under Section 721 of the Defense Production Act of 1950 of the United States, as amended (50 U.S.C. App. Section 2170), has been concluded and there are no unresolved national security concerns with respect to the Transaction or the President shall have determined not to take action with respect to the Transaction;
CFIUS Approval means (a) a written notice issued by CFIUS providing, with respect to a CFIUS Notice, that CFIUS (i) has determined that the transaction notified to CFIUS under the CFIUS Notice is not subject to review by CFIUS as a covered transaction under section 721 of the DPA (as defined in the Plan Support Agreement), or (ii) it has concluded a review (and any applicable investigation) of the transaction notified to CFIUS under the CFIUS Notice and has determined that there are no unresolved national security concerns arising therefrom and terminated all action under Section 721 of the DPA, or (b) if CFIUS has sent a report to the President of the United States of America (the “President”) requesting the President’s decision regarding the CFIUS Notice, then (i) a written notice received from CFIUS announcing the President’s decision not to take any action to suspend or prohibit the transaction notified to CFIUS under the CFIUS Notice, or (ii) the President has not taken any action, within fifteen (15) days after the date the President received such report from CFIUS, to suspend or prohibit the transaction notified to CFIUS under the CFIUS Notice.
CFIUS Approval means the parties shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the transaction is not a “covered transaction” and not subject to review under applicable Law; (ii) the review of the transaction contemplated by this Agreement under Exon-Xxxxxx has been concluded, and there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement and any mitigation agreement or terms imposed by CFIUS for clearance shall be subject to Section 7.01(g); or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by the parties and either (A) the period under Exon-Xxxxxx during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby has expired without any such action being threatened, announced or taken or (B) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.
CFIUS Approval means (a) a written notice issued by CFIUS that it has concluded a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by this Agreement, and has terminated all action under Section 721 of the DPA or (b) if CFIUS has sent a report to the President of the United States requesting the President’s decision, then (i) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement, or (ii) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after 15 days from the date the President received such report from CFIUS.
CFIUS Approval means either (i) Seller and Buyer shall have received a written notification issued by Committee on Foreign Investment in the United States that it has determined that (A) it lacks jurisdiction over the transactions contemplated by this Agreement or (B) it has concluded its review under the Exon-Xxxxxx Amendment and has determined not to conduct a full investigation or (ii) if a full investigation is deemed to be required, Seller and Buyer shall have received notification that the United States government will not take action to prevent the consummation of the transactions contemplated by this Agreement.
CFIUS Approval has the meaning given in Section 5.3(b).