Hostile Entity definition
Hostile Entity means, at the relevant time, any Person that is, or that is owned or controlled directly or indirectly by: (i) a Person then appearing upon the "Denied Persons List," the "Entity List," or the "Unverified List," as maintained by the U.S. Department of Commerce; (ii) a Person on the U.S. Office of Foreign Assets Control "Specially Designated Nationals and Blocked Persons List," the "Sectoral Sanctions Identifications List," the "Non-SDN Chinese Military-Industrial Complex Companies List," the "Foreign Sanctions Evaders List," or any similar list maintained by a Governmental Authority of the United States, including Persons resident in embargoed countries, territories, or regions; (iii) a "foreign entity of concern" as defined by 15 U.S.C. § 4651(8) or 42 U.S.C. § 18741(a)(5), or a "foreign adversary" as defined by 15 CFR § 791.4; (iv) the government, including any political subdivision, agency, or instrumentality thereof, or any national, of (a) any country, territory, or region against which the United States maintains comprehensive economic sanctions or embargos against, (b) the People's Republic of China, or (c) a country determined to be of risk in accordance with U.S. Department of Energy Order DOE O 486.1A(5)(d) (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/science/countries-risk); (v) a Person that a party hereto knows or reasonably suspects is acting or purporting to act, directly or indirectly, on behalf of, or a Person (wherever organized, in the case of an entity) owned or controlled by, any of the Persons listed in sub-clauses (i)-(iv) above; or (vi) a Person with whom dealings are expressly prohibited on account of any economic sanctions laws, regulations, or directives of the United States, if the investment in such Person would knowingly cause any party hereto to be in violation of such laws, regulations, or directives. With respect to any Person that is a company with a class of securities registered under the Exchange Act (or subject to a comparable non-U.S. reporting regime), for purposes of this definition of "Hostile Entity," ownership does not include passive non-controlling beneficial ownership of less than 10% by any single Person or any "group" (as defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder).