LPA Insert Language Regarding CFIUS (Updated July 2020) (NVCA)
This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
NVCA Model Limited Partnership Agreement Insert Language on CFIUS
Definitions – Add in the appropriate alphabetical order
“CFIUS” shall mean the Committee on Foreign Investment in the United States or any member agency thereof acting in its capacity as a member agency.
"Covered Transaction” shall have the meaning set forth in the DPA.
“DPA” shall mean Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.
“Foreign Person” shall have the meaning set forth in the DPA.
“Foreign Person LP” shall mean any Limited Partner that is a Foreign Person.
“LP Affiliate” shall mean, with respect to any Limited Partner, any director, officer, manager, partner, member, or similar Person, or 5% or greater equity holder of such Limited Partner, and any Person controlling or under common control with such Limited Partner.
“Material Nonpublic Technical Information” shall have the meaning set forth in the DPA.
“Non-Foreign Person LP” shall mean any Limited Partner that is not a Foreign Person.
“Portfolio Investment” shall mean any investments made by the Partnership, including investments in Portfolio Companies or Portfolio Securities or any Idle Funds Investments, and shall include both the Partnership investment itself and the entity that is the target of that investment.
“Substantial Interest” shall have the meaning set forth in the DPA.
CFIUS¹
¹ Add as a new section XXX (with reference to section YYY below).
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