Foreign Ownership and Control Sample Clauses

The Foreign Ownership and Control clause defines restrictions or requirements regarding the ownership or control of a party by foreign individuals or entities. Typically, this clause sets limits on the percentage of shares or voting rights that can be held by foreign persons, or requires notification or approval if foreign ownership exceeds a certain threshold. Its core practical function is to ensure compliance with applicable laws or regulations that govern foreign investment, and to protect the interests of the parties or the jurisdiction from unwanted foreign influence or control.
Foreign Ownership and Control. Buyer is not a “foreign person” as defined by 31 C.F.R. §800.216 or 22 C.F.R. §120.16 and no foreign person as so defined has “control,” as defined by 31 C.F.R. §800.204, over Buyer or has the authority or ability to establish or direct the general policies or day-to-day operations of Buyer.
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Foreign Ownership and Control. 9.1 If the User is a private sector entity, which holds a CISD awarded Industrial Security Facility Security Clearance, the User shall report any change in organization ownership or control to the CISD. If CISD determines that as a result of a change in organization ownership or control the User is in a position of being under Foreign Ownership and Control, CISD shall report the Foreign Ownership and Control to CSE. If the user is a private sector entity with security requirements confirmation completed by a sponsoring federal government department in support of an MOA/MOU or other CSEC approved written agreement, the User shall report any change in organization ownership or control to the sponsoring department and CSE for review. In either case, if CSE determines that as a result of being under Foreign Ownership and the Control the User is no longer authorized to have possession or use of ACM, then this Agreement is terminated and the termination provision in section 18 shall apply.
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Foreign Ownership and Control. Parent acknowledges the restrictions that affiliation with or significant influence by a Foreign Interest, as that term is defined in the NISPOM and described here, may put on the prospects of the Group Companies, and shall fully comply with the Law with respect to mitigation of any such affiliation or influence of such Foreign Interest. If Parent, or any of its subsidiaries involved in this transaction, are owned, individually or in the aggregate, 5% or more, by a foreign government, agency of a foreign government, or representative of a foreign government; business enterprise or other entity organized, chartered or incorporated under the laws of any country other than the United States or its territories; or any person who is not a citizen or national of the United States (each a “Foreign Interest”), Parent agrees to mitigate such foreign ownership in accordance with the NISPOM and as approved by the DCSA or any other CSA, as applicable, so as not to compromise the Group Companies’ facility security clearances and the ability to perform under classified contracts of the U.S. Government. Parent holds facility clearances at the appropriate level of classification necessary for each Group Company to continue to perform its respective classified contracts, or will be willing to obtain a facility security clearance or be excluded in accordance with the NISPOM, in order for the Group Companies to be able to continue to perform on classified contracts of the U.S. Government. Parent further acknowledges that no Group Company shall have liability for any breach of any representation or warranty to the extent such breach results from Parent or any of its Affiliates having any direct or indirect foreign ownership that hasn’t been disclosed and properly mitigated under the NISPOM or from Parent’s inability to hold the necessary level of clearance.
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Foreign Ownership and Control. (a) No foreign government, agency of a foreign government or representative of a foreign government, no business enterprise or other entity organized, chartered or incorporated under the Laws of any country other than the United States or its territories, nor any person who is not a citizen or national of the United States (each a “Foreign Interest” in accordance with the NISPOM), (i) directly or indirectly will own or have beneficial ownership (defined as the power to vote or direct the voting of a security or to impose or direct the disposition of a security) sufficient to elect, or is otherwise entitled to representation on (including in any observer capacity), the governing board of Parent, or (ii) has (or following the Merger will have) the power, direct or indirect, whether or not exercised, and whether or not exercisable through the ownership of Parent, by contractual arrangements or other means, to determine, direct or decide matters affecting the management or operations of Parent. (b) As a result of the Transactions, no “foreign person,” whether affiliated as a limited partner or otherwise, will obtain through Parent, whether directly or indirectly, or otherwise as a result of the Transactions, any of the following: (i) “control” of the Company; (ii) access to any “material nonpublic technical information” of the Company; (iii) membership or observer rights on the Company Board or the right to nominate an individual to a position on the Company Board; or (iv) any “involvement (other than through voting of shares) in substantive decision” making of the Company regarding (A) “the use, development, acquisition, or release of any of critical technologies,” (B) “the management, operation, manufacture, or supply of covered investment critical infrastructure” or (C) the “use, development, acquisition, safekeeping, or release of sensitive personal data of U.S. citizens maintained or collected by” the Company. Unless otherwise specified, all terms in this Section 4.13(b) in quotation marks are defined as those terms are defined in Section 721 the Defense Production Act of 1950, as amended, including all implementing regulations thereof.
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Foreign Ownership and Control. As a result of the Contemplated Transactions, no “Foreign Person,” whether affiliated as a limited partner or otherwise, will obtain, whether directly or indirectly, or otherwise as a result of the Contemplated Transactions, any of the following: (i) “control” of Sellers; (ii) access to any “material nonpublic technical information” of Sellers; (iii) membership or observer rights on any of Sellers’ Boards of Directors or the right to nominate an individual to a position on any such Board of Directors; or (iv) any involvement (other than through voting of shares) in “substantive decision” making of Sellers regarding (A) “the use, development, acquisition, or release of any of critical technologies,” (B) “the management, operation, manufacture, or supply of covered investment critical infrastructure” or (C) the “use, development, acquisition, safekeeping, or release of sensitive personal data of U.S. citizens maintained or collected by” the Seller Group. Unless otherwise specified, all terms in this section in quotation marks are defined as those terms are defined in Section 721 the Defense Production Act of 1950, as amended, including all implementing regulations thereof.
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Foreign Ownership and Control. Neither Parent nor Merger Sub is a foreign person as defined by 31 C.F.R. §800.216 or 22 C.F.R. §120.16 and no foreign person as so defined has control, as defined by 31 C.F.R. §800.204, over Parent or Merger Sub or otherwise has the authority or ability to establish or direct the general policies or day-to-day operations of Parent or Merger Sub.
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Foreign Ownership and Control. Consummation of the transactions contemplated hereby will not result in foreign control of the Company and/or its Subsidiaries (within the meaning of the Foreign Investment Risk Review Modernization Act of 2018 and the regulations promulgated hereunder) or the consummation of any pilot program covered investment (within the meaning of the regulations promulgated by the United States Department of Treasury relating to the Pilot Program to Review Certain Transactions Involving Foreign Persons and Critical Technology).
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Foreign Ownership and Control. No non-U.S. government, agency of a foreign government or representative of a foreign government, nor business enterprise or other entity organized, chartered or incorporated under the Laws of any country other than the United States, nor any person who is not a citizen or national of the United States (each a “Foreign Interest”) (a) individually or in the aggregate with other affiliated Foreign Interests, holds or owns (or at the time of, or in connection with, the Transactions will hold or own) 10% or more (directly or indirectly) of the outstanding voting interest in Parent or any Sponsor, (b) has (or at the time of, or in connection with, the Transactions will have) the power, direct or indirect, whether or not exercised, and whether or not exercisable through the ownership of Parent or any Sponsor, by contractual arrangements or other means, to direct or decide matters affecting the management or operations of Parent or any Sponsor (or the right to acquire any such power), (c) has (or at the time of, or in connection with, the Transactions will have) membership or observer rights on Parent’s or any Sponsor’s board of directors (or equivalent) or the board of directors (or equivalent) of any person or entity that controls Parent or any Sponsor, or has the right to nominate an individual to a position on Parent’s or any Sponsor’s board of directors (or equivalent), or the board of directors (or equivalent) of any person or entity that controls Parent or any Sponsor (or has the right to acquire any such rights) or (d) holds (or at the time of, or in connection with, the Transactions will hold or acquire) ownership interests in Parent or any Sponsor other than solely for the purpose of passive investment, as that term is defined in 31 C.F.R. § 800.243.
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Related to Foreign Ownership and Control

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • Foreign Ownership Seller is not a “foreign person” as that term is defined in the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto, and Buyer has no obligation under Section 1445 of the U.S. Internal Revenue Code of 1986, as amended, to withhold and pay over to the U.S. Internal Revenue Service any part of the “amount realized” by Seller in the transaction contemplated hereby (as such term is defined in the regulations issued under said Section 1445).

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. (b) This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment shall subject to the conditions set forth in Section 6 above and Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to register the Series A Preferred Share Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as set forth in Section 7(d) below. (d) The Company is obligated to register the Warrant Shares for resale under the Securities Act pursuant to the Registration Rights Agreement dated as of June 12 , 2000, by and between the Company and the Buyers listed on the signature page thereto (the "Registration Rights Agreement") and the initial holder of this Warrant (and certain assignees thereof) is entitled to the registration rights in respect of the Warrant Shares as set forth in the Registration Rights Agreement.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers. d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

  • Ownership and Restrictions 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Software, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Software, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order.