CFIUS Turndown means (a) CFIUS shall have notified the parties, orally or in writing, that CFIUS intends to send a report to the President of the United States recommending that he act to suspend or prohibit the Contemplated Transactions, and (b) the parties shall have made a determination in good faith that CFIUS Clearance is unlikely to be obtained.
CFIUS Turndown means (a) the President of the United States has issued an order suspending or prohibiting the Transactions, (b) CFIUS has notified the Parties, orally or in writing, that CFIUS intends to send a report to the President of the United States recommending that he act to suspend or prohibit the Transactions, or (c) CFIUS has notified the Parties, orally or in writing, that it is unable to remediate, mitigate or address national security concerns identified through the CFIUS Clearance process.
CFIUS Turndown means (a) CFIUS has informed Purchaser and Seller in writing that it has unresolved national security concerns with respect to the transactions contemplated by this Agreement and that it intends to refer the matter to the President of the United States unless the Parties abandon the transactions contemplated by this Agreement or (b) CFIUS has informed Purchaser and Seller in writing that mitigation is required to address national security concerns with respect to the transactions contemplated by this Agreement and Purchaser does not agree to mitigation that is acceptable to CFIUS.
Examples of CFIUS Turndown in a sentence
Notwithstanding anything to the contrary in this Agreement, in the event of a CFIUS Turndown, no Party shall have any further obligation to seek CFIUS Approval.
Notwithstanding anything to the contrary contained in this Agreement, in the event of a CFIUS Turndown, none of Buyer or Sellers shall have any further obligation to seek CFIUS Clearance.
More Definitions of CFIUS Turndown
CFIUS Turndown shall have the meaning set forth in Section 5.4(h).
CFIUS Turndown means (a) CFIUS has informed Seller and Buyer in writing that it has unresolved national security concerns with respect to the transactions contemplated by this Agreement and that it intends to refer the matter to the President of the United States unless the Parties abandon the transactions contemplated by this Agreement, or (b) CFIUS shall have referred, or shall have informed the Parties in writing that it intends to refer, the matter to the President of the United States.
CFIUS Turndown means (a) the President of the United States has issued an order suspending or prohibiting the transactions contemplated hereby or (b) CFIUS has notified the CFIUS Parties, orally or in writing, that CFIUS intends to send a report to the President of the United States recommending that he act to suspend or prohibit the transactions contemplated hereby.
CFIUS Turndown means (a) CFIUS has informed the Company and the Investor in writing that it has unresolved national security concerns with respect to the Transactions and that it intends to refer the matter to the President of the United States unless the Company and the Investor abandon the Transactions or (b) CFIUS has informed the Company and the Investor in writing that mitigation that would have a Regulatory Material Adverse Effect is required to address national security concerns with respect to the Transactions and the Investor does not agree to such mitigation.
CFIUS Turndown means (a) CFIUS shall have notified the Parties, orally or in writing, that CFIUS intends to send a report to the President of the United States recommending that he act to suspend or prohibit the Contemplated Transactions, and (b) Xxx and Polaris shall have made a joint determination that CFIUS Approval is unlikely to be obtained.
CFIUS Turndown means that any of the following shall have occurred: (A) the President of the United States shall have announced a decision to suspend or prohibit the Merger or (B) the President of the United States shall have determined to take such action or actions that, individually or in the aggregate with all other Divestiture Actions undertaken with respect to the matters contemplated by this Section 6.5(c), would reasonably be expected to result in a Substantial Detriment (without giving effect to any Divestiture Actions under Section 6.5(b)).
CFIUS Turndown means (a) CFIUS has notified the Parties, orally or in writing, that CFIUS has unresolved national security concerns with respect to the transactions contemplated by this Agreement and that it intends to refer such transactions to the President of the United States unless the Parties abandon such transactions, (b) CFIUS has referred, or has notified the Parties orally or in writing that it intends to refer, the transactions contemplated by this Agreement to the President of the United States without offering the Parties the opportunity to abandon such transactions in lieu of such referral or (c) the President of the United States has issued an order suspending or prohibiting the transactions contemplated by this Agreement.