Common use of CFIUS Matters Clause in Contracts

CFIUS Matters. (a) With respect to any Investor that is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (“Foreign Purchaser”), the Company represents, warrants, covenants and agrees that it has not provided, does not intend to provide and will take measures to prevent the provision to the Foreign Purchaser of (i) access to any material nonpublic technical information, as defined in 31 C.F.R. §800.232, in the possession of Company; (ii) any involvement, other than through voting of shares, in substantive decision making of Company, including regarding the use, development, acquisition, or release of critical technology, as defined in 31 C.F.R. §800.245; (iii) membership or observer rights on, or the right to nominate an individual to a position on, the board of directors or equivalent governing body of the Company; or (iv) rights that could result in the Foreign Purchaser acquiring control, as defined in 31 C.F.R. §800.208, over the Company (subsections (i) – (iv), collectively, “CFIUS Triggering Rights”). The Company further represents that prior to consummating the transactions contemplated by this Agreement and taking into consideration cross-reference of the representation the Investor must make regarding foreign person status, it is not required to file a declaration with the Committee on Foreign Investment in the United States (“CFIUS”) under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. (b) Each Foreign Purchaser represents and acknowledges that the Company is not affording it with, and such Foreign Purchaser will not request, CFIUS Triggering Rights. Such Foreign Purchaser further represents that, assuming it has not been provided with any access to material nonpublic technical information, as defined in 31 C.F.R. §801.232, prior to consummating the transactions contemplated by this Agreement, it is not required to file a declaration with CFIUS under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. Promptly following notification by the Company that any material nonpublic technical information (as defined in 31 C.F.R. §800.232) has been inadvertently produced or disclosed to Foreign Purchaser, such Foreign Purchaser agrees to return or destroy all such information and use commercially reasonable efforts to refrain from reviewing any such information. (c) Each Investor that is not a Foreign Purchaser represents, warrants, covenants and agrees that it has not provided, does not intend to provide and will take measures to prevent the provision of CFIUS Triggering Rights to any of its shareholder that is a “foreign person” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

CFIUS Matters. (a) With respect to any Investor that is a “foreign person” from the perspective of the United States government as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (“Foreign Purchaser”), the Company represents, warrants, covenants and agrees that it has not provided, does not intend to provide and will take measures to prevent the provision to the Foreign Purchaser of (i) access to any material nonpublic technical information, as defined in 31 C.F.R. §800.232, in the possession of Company; (ii) any involvement, other than through voting of shares, in substantive decision making of Company, including regarding the use, development, acquisition, or release of critical technology, as defined in 31 C.F.R. §800.245; (iii) membership or observer rights on, or the right to nominate an individual to a position on, the board of directors or equivalent governing body of the Company; or (iv) rights that could result in the Foreign Purchaser acquiring control, as defined in 31 C.F.R. §800.208, over the Company (subsections (i) – - (iv), collectively, “CFIUS Triggering Rights”). The Company further represents that prior to consummating the transactions contemplated by this Agreement and taking into consideration cross-reference of the representation the Investor must make regarding foreign person status, it is not required to file a declaration with the Committee on Foreign Investment in the United States (“CFIUS”) under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. (b) Each Foreign Purchaser represents and acknowledges that the Company is not affording it with, and such Foreign Purchaser will not request, CFIUS Triggering Rights. Such Foreign Purchaser further represents that, assuming it has not been provided with any access to material nonpublic technical information, as defined in 31 C.F.R. §801.232, prior to consummating the transactions contemplated by this Agreement, it is not required to file a declaration with CFIUS under 31 C.F.R. § 800.401 or a notice with CFIUS under 31 C.F.R. § 800.501. Promptly following notification by the Company that any material nonpublic technical information (as defined in 31 C.F.R. §800.232) has been inadvertently produced or disclosed to Foreign Purchaser, such Foreign Purchaser agrees to return or destroy all such information and use commercially reasonable efforts to refrain from reviewing any such information. (c) Each Investor that is not a Foreign Purchaser represents, warrants, covenants and agrees that it has not provided, does not intend to provide and will take measures to prevent the provision of CFIUS Triggering Rights to any of its shareholder that is a “foreign person” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.