Foreign Private Issuer

A foreign private issuer (FPI) means any foreign issuer other than a foreign government, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (i) more than 50% of the outstanding voting securities of the issuer are directly or indirectly owned by residents of the United States and (ii) any of the following: (a) the majority of the executive officers or directors are United States citizens or residents, (b) more than 50% of the assets of the issuer are located in the United States, or (c) the business of the issuer is administered principally in the United States.

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