CFIUS Clearance. The CFIUS Clearance shall have been obtained.
CFIUS Clearance. The Acquisition shall have received CFIUS Clearance (as defined in the Acquisition Agreement), if CFIUS Clearance is required, on terms and conditions reasonably satisfactory to the Administrative Agent; provided, that if no term or condition of CFIUS Clearance constitutes a Purchaser’s Restricted Item (as defined in the Acquisition Agreement) or is otherwise materially adverse to the interests of the Administrative Agent, CFIUS Clearance shall be deemed to be reasonably satisfactory to the Administrative Agent.
CFIUS Clearance. The parties shall have obtained CFIUS Clearance.
CFIUS Clearance. The CFIUS Clearance shall have been obtained on terms that do not obligate any party to take any action not otherwise required to be taken by such party under Section 5.19.
CFIUS Clearance. CFIUS Clearance shall have been received and remains in effect.
CFIUS Clearance. CFIUS Clearance shall have been obtained and shall be in full force and effect 84 ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT 84 Section 10.1. No Misrepresentation or Breach of Covenants and Warranties 84 Section 10.2. Required Parent Vote 85 Section 10.3. No Restraint 85 Section 10.4. Other Deliveries 85 Section 10.5. Frustration of Closing Conditions 85 ARTICLE XI TERMINATION 85 Section 11.1. Termination 85 Section 11.2. Notice of Termination 86 Section 11.3. Effect of Termination 87 ARTICLE XII INDEMNIFICATION 88 Section 12.1. Survival 88 Section 12.2. Indemnification by Parent 88 Section 12.3. Indemnification by Buyer 89 Section 12.4. Termination of Indemnification 89 Section 12.5. Procedures Relating to Indemnification 89 Section 12.6. Notice and Opportunity To Defend 89 Section 12.7. Treatment of Indemnification Payments 90 Section 12.8. Additional Limitations; Manner of Payment 90 Section 12.9. Exclusive Remedy 91 Section 12.10. Excluded Liability Cooperation 91 Section 12.11. Subrogation 92 ARTICLE XIII GENERAL PROVISIONS 92 Section 13.1. Governing Law 92 Section 13.2. No Public Announcement 93 Section 13.3. Notices 93 Section 13.4. Successors and Assigns; No Recourse 94 Section 13.5. Access to Records after Closing 94 Section 13.6. Entire Agreement; Amendments 95 Section 13.7. Waivers 95 Section 13.8. Expenses 95 Section 13.9. Partial Invalidity 95 Section 13.10. Execution in Counterparts 96 Section 13.11. Further Assurances 96 Section 13.12. Jurisdiction; Specific Performance 96 Section 13.13. Waiver of Jury Trial 96 Section 13.14. Confidential Nature of Information 97 Section 13.15. Disclosure Schedules 97 Section 13.16. Privilege; Waiver of Conflicts 97 Exhibit Exhibit A Transition Services Agreement Exhibit B Distribution Agreement (Hardware) Exhibit C Reorganization Certificate Exhibit D Form of German Transfer Deed Exhibit E IP Cross License Exhibit F Term Sheet for Equity Investment EQUITY PURCHASE AGREEMENT EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2020, between RTI Surgical Holdings, Inc., a Delaware corporation (“Parent”), and Ardi Bidco Ltd., a Delaware corporation (“Buyer”).
CFIUS Clearance. CFIUS Clearance shall have been obtained and shall be in full force and effect.
CFIUS Clearance. (a) The Company and Purchaser shall as soon as practicable, but in no event later than fifteen (15) Business Days following the Execution Date (or by such other time mutually acceptable to the parties), submit to CFIUS a complete draft of a joint voluntary notice pursuant to Section 721 of the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (“Exon-Fxxxxx”), with the formal joint voluntary notice made as soon as practicable thereafter within the minimum amount of time reasonably necessary to address any questions or comments of CFIUS (such notifications and other filings submitted to CFIUS, including as subsequently updated or modified, collectively, the “CFIUS Filing”). The Company and Purchaser promptly shall furnish any supplemental information requested by CFIUS in connection the CFIUS Filing in accordance with the applicable regulations.
CFIUS Clearance. Under the Purchase Agreement, the Parties agreed to cooperate to comply with applicable requirements of CFIUS consistent with normal practice and precedent, recognizing that time is of the essence. The Purchase Agreement provides for the Purchaser and KMCU to jointly file a draft notice and, following receipt of any comments from CFIUS, a definitive notice of the Transaction for CFIUS Clearance. The Parties submitted their draft notice to CFIUS on June 8, 2018. They submitted their definitive notice on July 3, 2018. On July 13, 2018, CFIUS formally accepted the notice, and a first- stage, 30-day review began on that day. The review is due to conclude no later than August 13, 2018. Following its review, CFIUS will determine either (a) that the Transaction is not a ‘‘covered transaction,’’ (b) that there are no unresolved national security concerns, or (c) that CFIUS needs more time to study the Transaction and will commence an ‘‘investigation.’’ If CFIUS determines that it needs more time to study the Transaction, then once CFIUS concludes its ‘‘investigation,’’ which can last up to 45 days starting from the day after conclusion of the first-stage review, either (i) it will determine that there are no unresolved national security concerns or (ii) it will send a report to the President of the United States, who then will have fifteen (15) days in which to decide whether to block the Transaction or take other action. When CFIUS commenced its review on July 13, 2018, the Department of the Treasury as chair of CFIUS was designated as the lead agency for the review. On July 23, 2018, the Department of Energy was designated as an additional lead agency.
CFIUS Clearance. “CFIUS Clearance” shall mean that any of the following shall have occurred: (i) the 30 day review period under the DPA commencing on the date that the CFIUS Notice is accepted by CFIUS shall have expired and the parties shall have received written notice from CFIUS 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; (ii) an investigation shall have been commenced after such 30 day review period and CFIUS shall have determined to conclude all deliberative action under the DPA without sending a report to the President of the United States, and the parties 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 (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision 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 Contemplated Transactions shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions.
