Common use of Conditions Precedent to Completion Clause in Contracts

Conditions Precedent to Completion. 3.1 Completion of the acquisition of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition of the Telefónica Treasury Shares in exchange for the China Unicom Shares as provided in Clause 2.1) by China Unicom is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date: 3.1.1 the Telefónica Board having passed a resolution either to increase the Telefónica’s capital and to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B); 3.1.2 all Telefónica Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; and 3.1.3 there not having been any Material Adverse Change in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7. 3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date: 3.2.1 the listing of, and permission to deal in, all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Date; 3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom or the China Unicom Group, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.1.1 as soon as possible and in any event before the Long Stop Date. 3.4 China Unicom shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform the other Party. 3.6 At any time on or before the Long Stop Date, China Unicom may waive, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop Date, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on termination.

Conditions Precedent to Completion. 3.1 Completion The obligations of the acquisition parties to complete the sale and purchase of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition Business are subject to and do not become binding unless each of the Telefónica Treasury Shares in exchange for the China Unicom Shares as provided in Clause 2.1) by China Unicom is conditional on the following Conditions being conditions set out below are fulfilled (or, if applicable, waivedor waived under clause 5.3): (a) on or before the Long Stop Condition Satisfaction Date: 3.1.1 (i) the Telefónica Board having passed a resolution either Vendor obtaining any third party consents required to increase transfer the Telefónica’s capital rights and interests held by the Vendor under the Contracts that the Purchaser elects by notice to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B)acquire at Completion; 3.1.2 (ii) the Vendor obtaining the written consents of the lessors to the assignment of the Property Leases (other than the Marwon Leases) from the Vendor to the Purchaser that are required under the terms of the Property Leases; (iii) the Vendor obtaining the written consents of each of the lessors under the Plant Leases to the assignment of the Plant Leases to the Purchaser or payment under clause 14.3; (iv) the Vendor procuring that any Encumbrances over all Telefónica Warranties being true or any of the Assets have been validly discharged; (v) the Vendor evidencing to the satisfaction of the Purchaser that the Vendor obtained insurance policies which are acceptable to the Vendor and accurate the Purchaser as contemplated by clause 16.6; (b) on or before the Completion Date: (i) at least four out of Xxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxx XxXxxxxx and Xxxxxx Xxxxx and at least 80% of the other Employees accepting the offers made under clause 11.2; (ii) but after the date of this Agreement the Option Deed, no Key Customer or Key Supplier has indicated an intention to: (A) stop trading with or supplying the Business; (B) reduce substantially its trading with or supplies to the Business; or (C) change substantially the terms on which it is prepared to trade with or supply the Business (other than normal price and remaining so quota changes), (as at applicable), following the Completion Date as if made on that dateCompletion; and 3.1.3 there not having been any (iii) the Purchaser being satisfied that no Material Adverse Change in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, Effect has occurred since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all Option Deed. The conditions precedent in this clause 5.1 are for the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7. 3.2 Completion benefit of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date: 3.2.1 the listing of, and permission to deal in, all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Date; 3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom or the China Unicom Group, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6Purchaser. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.1.1 as soon as possible and in any event before the Long Stop Date. 3.4 China Unicom shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform the other Party. 3.6 At any time on or before the Long Stop Date, China Unicom may waive, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop Date, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on termination.

Conditions Precedent to Completion. 3.1 Completion Conditions Precedent - Giantstar 7.01 The obligations of Giantstar to carry out the terms and conditions of this Agreement and to complete the Transaction as contemplated hereby are subject to and conditional upon the fulfilment, on or before the date or dates hereinafter specified, of the acquisition following conditions: (a) the representations and warranties of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition Principal Vendors and Chalk set out in Article 4 and the representations and warranties of Chalk and the Vendors in the Share Exchange Agreement shall be true and correct at and as of the Telefónica Treasury Shares in exchange Completion Date as if such representations and warranties were made at and as of the Completion Date; (b) the Principal Vendors and Chalk shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Principal Vendor and Chalk on or before the date or dates specified for the China Unicom Shares as provided in Clause 2.1) by China Unicom is conditional on the following Conditions being fulfilled performance thereof or compliance therewith; (or, if applicable, waivedc) on or before the Long Stop Completion Date: 3.1.1 , all of the Telefónica Board having passed a resolution either documents and other items to increase the Telefónica’s capital and be delivered to issue the Telefónica Shares (in the event Telefónica elects Giantstar on Closing pursuant to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B)Article 8 shall have been delivered; 3.1.2 all Telefónica Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; and 3.1.3 there not having been any Material Adverse Change in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7. 3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waivedd) on or before the Long Stop Completion Date: 3.2.1 the listing of, and permission to deal in, some or all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Principal Vendors shall purchase, agree to purchase (concurrently with the Closing), or cause other Persons to purchase, 75% of the Giantstar Seed Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Dateat a price of $0.11 per share; 3.2.2 all China Unicom Warranties being true and accurate as at (e) between the date of execution of this Agreement and remaining so as at the Completion Date as if made on that dateDate, no change, event or circumstance shall have occurred which materially adversely affects Chalk, any Subsidiary, or the prospects, operation or condition of the Business; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom or (f) if required by the China Unicom GroupExchange, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction a member firm of the Condition set out in Clause 3.1.1 as soon as possible and in any event before the Long Stop Date. 3.4 China Unicom Exchange shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform the other Party. 3.6 At any time have agreed on or before the Long Stop Completion Date to act as sponsor in connection with the Transaction; (g) on or before the Completion Date, China Unicom such Vendors as may waivebe required to do so by the Exchange shall have entered into an escrow agreement for the Giantstar Shares in compliance with the policies of the Exchange; (h) on or before July 15, 2003, Giantstar will receive any and all required approvals from the shareholders of Giantstar, the Exchange, and any other Governmental Authorities whose approval is required for the Transaction; and (i) execution of the Share Exchange Agreement by Vendors owning more than 90% of the issued and outstanding shares of Chalk on or before June 3, 2003. 7.02 The conditions described in section 7.01 are conditions only to Giantstar being required to complete the Transaction as contemplated by this Agreement (and are applicable notwithstanding the terms of the Share Exchange Agreement) and are not conditions precedent to the existence of a binding agreement. If each such condition has not been satisfied or waived on or before the date specified for the satisfaction thereof, Giantstar may, in its sole discretion, elect to terminate this Agreement. 7.03 All of the conditions precedent set out in section 7.01 are for the sole and exclusive benefit of Giantstar and may be waived, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice in writing to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop DateChalk. Subject to section 9.02, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, all such conditions precedent shall merge in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, closing documents on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on terminationClosing.

Conditions Precedent to Completion. 3.1 Completion of the acquisition Master Agreement is conditional upon the satisfaction (and/or waiver) of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition certain conditions, a summary of the Telefónica Treasury principal terms of which are set out below: (i) the Purchaser or the Purchaser PRC Co having obtained the Anti-Monopoly Review Notification for Anti-Monopoly Review for Concentrations of Undertakings ( 經 營 者 集 中 反 壟 斷 審 查 申 報 ) in respect of the transactions contemplated under the Master Agreement (in the event that the relevant approval contains conditions or limitations, the Vendor and the Intermediate Holdcos (being the vendors of the PRC Sale Companies), and the Purchaser and the Purchaser PRC Co (being the purchasers of the PRC Sale Companies), may use their reasonable commercial judgement to decide whether to accept these conditions or limitations); (ii) the Vendor, having obtained, in addition to the Anti-Monopoly Review Notification for Anti-Monopoly Review for Concentrations of Undertakings mentioned in (i) above, all necessary approvals from or filings with the PRC authorities in respect of the transactions contemplated under the Master Agreement and each of the PRC Sale Shares Agreements in exchange accordance with applicable PRC laws; (iii) the Vendor and the Purchaser having completed the transfer of the Kingway Sales in accordance with the terms and conditions under the Kingway Sales SPA; (iv) the Purchaser having deposited the Security Money into the relevant escrow account; (v) the transactions contemplated under the Master Agreement having been approved at the SGM convened in accordance with the requirements of the Listing Rules; (vi) the Purchaser PRC Co having obtained from the relevant PRC authorities all the necessary approvals and filings in respect of the making of payment for the China Unicom Shares as provided consideration in Clause 2.1respect of the transfer of equity interest in the PRC Sale Companies; (vii) by China Unicom is conditional on the following Conditions being fulfilled (orVendor, if applicable, waived) the Intermediate Holdcos and Plant 1 Co having performed and complied with all applicable undertakings and commitments in accordance with the Master Agreement and the relevant Ancillary Agreements on or before the Long Stop Completion Date: 3.1.1 the Telefónica Board having passed a resolution either to increase the Telefónica’s capital , and to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B)there being no occurrence of events of material adverse effect; 3.1.2 all Telefónica Warranties being true and accurate as at (viii) the date of this Agreement and remaining so as at employment agreements with the Completion Date as if made on that date; and 3.1.3 there not transferred employees having been any Material Adverse Change entered into and the relevant payments having been agreed in respect writing; (ix) the respective conditions of Telefónica or each of the Telefónica GroupPRC Sale Shares Agreements having been fulfilled; (x) the relevant representations and warranties in relation to the Vendor, the Intermediate Holdcos, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all the Conditions Plant 1 Co as set out in Clause 3.2 having been satisfiedthe Master Agreement and/or the relevant Ancillary Agreements remain true, or waived by Telefónica, as the case may be, in accordance with Clause 3.7. 3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waived) accurate and not misleading on or before the Long Stop Date: 3.2.1 respective dates of completion of the listing oftransfer of the respective Sale Companies, and permission there being no occurrence of events of material adverse effect, and the delivery of certain documents and certificates relating to deal inthe above to the Purchaser. The Vendor may in its sole discretion decide to waive Condition (iv), and the Purchaser may in its sole discretion decide to waive Conditions (vii), (viii), (ix), and (x). Neither parties may unilaterally waive Conditions (i), (ii), (iii), (v) and (vi). If all of the China Unicom Shares having Conditions have been granted fulfilled and/or waived, but Completion fails to take place by the Listing Committee reason of the Hong Kong Stock Exchange Purchaser or the Purchaser PRC Co failing to pay the consideration for the Sale Shares or the Sale Debts, the Vendor shall have the right to terminate the Transactions, and such listing the Security Money shall be forfeited. (1) the Conditions fail to be fulfilled and/or waived, or (2) the Conditions have been fulfilled and/or waived, but Completion fail to take place by the reason of the Vendor, the Intermediate Holdcos or Plant 1 Co, the Purchaser shall have the right to terminate the Transactions, and permission not subsequently being revoked prior the Security Money shall be refunded to the Completion Date; 3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom or the China Unicom Group, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6Purchaser. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.1.1 as soon as possible and in any event before the Long Stop Date. 3.4 China Unicom shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform the other Party. 3.6 At any time on or before the Long Stop Date, China Unicom may waive, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop Date, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on termination.

Conditions Precedent to Completion. 3.1 Completion The respective obligations of Seller to sell and Buyer to purchase the Shares are conditional upon all the following occurring prior to Completion: (a) the dealings evidenced by the EENZL Agreement being approved as may be required under the Petroleum Legislation on terms that are acceptable to Buyer and Seller; (b) execution of all Documents required under Clause 7.2 by Seller, Buyer, the Company and all of the acquisition parties required under the relevant Commercial Contracts; (c) receipt of required waivers of pre emptive rights or failure by the other XXXX Joint Venturers to exercise such pre-emptive rights within the time limits required by the XXXX Joint Venture Operating Agreement under the XXXX Joint Venture Operating Agreement; (d) the transactions evidenced by this Agreement being approved (or not objected to) on terms that are acceptable to Buyer in accordance with the provisions of the Telefónica Overseas Investment Act 1973, if the transaction is subject to the provisions of that legislation, provided that in any event where a relevant consent imposes conditions that: (i) the consent will lapse if the Shares (either through subscription for new Telefónica Ordinary Shares or acquisition have not been acquired within 12 months of the Telefónica Treasury Shares in exchange consent; and/or (ii) that the activities of the Company be restricted to the present business of the Company, then these conditions shall be deemed to be acceptable to Buyer; (e) execution and completion of the EENZL Agreement and the Southern Petroleum (Ohanga) Share Sale Agreement which provides for the China Unicom Shares as provided in Clause 2.1) by China Unicom is conditional on result that the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date: 3.1.1 the Telefónica Board having passed a resolution either to increase the Telefónica’s capital and to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative B); 3.1.2 all Telefónica Warranties being true and accurate as at the date of this Agreement and remaining so as Company at the Completion Date to be beneficially entitled to a 96.76% interest in the Ngaere Assets, the Waihapa Assets, the EENZL Assets, the Commercial Contracts, Gas Export Pipeline, the Ngatoro Spur Line, Oil Export Pipeline, XXXX Joint Venture, XXXX Land, the Xxxx Deep Option Reservoirs and the Waihapa Production Facilities; (f) an agreement being concluded by the XXXX Joint Venturers and the holder(s) of the Kaimiro Licence and the Ngatoro Permit formally granting rights of access to and capacity on the Oil Export Pipeline for production from the areas of the Kaimiro Licence and the Ngatoro Permit at an agreed tariff as if made specified in the Commercial Contracts and otherwise on terms that date; andare acceptable to Buyer and Seller; 3.1.3 there not having been any Material Adverse Change (g) execution of the XXXX Deep Option Agreement, the XXXX Deep Operations Agreement and the Rimu Option referred to in clauses 3.7 and 3.8; (h) documents evidencing the appointment of the Company as the XXXX Operator; (i) Seller arranging with the Inland Revenue Department for the XXXX Joint Venture to have its own GST registration from the Completion Date on terms reasonably acceptable to Buyer and to Seller; (j) Seller being satisfied that no material liability, whether actual or contingent, exists in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7Company's own GST registration. 3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled (or, if applicable, waived) on or before the Long Stop Date: 3.2.1 the listing of, and permission to deal in, all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Date; 3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom or the China Unicom Group, and China Unicom having operated its business and the China Unicom Group’s business in the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.1.1 as soon as possible and in any event before the Long Stop Date. 3.4 China Unicom shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform the other Party. 3.6 At any time on or before the Long Stop Date, China Unicom may waive, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop Date, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on termination.

Conditions Precedent to Completion. 3.1 Completion of this Agreement is subject to:- (1) the acquisition consent of the Telefónica Shares (either through subscription for new Telefónica Ordinary Shares or acquisition Seller's mortgagee Barclays Bank Plc to the transaction contemplated by this agreement including without limitation the sale of the Telefónica Treasury Shares Plant and the grant of the Lease; (2) the Buyer's being satisfied that the Property is not polluted or that the environmental remedial activities performed by the Seller under Clause 6(3) have been or will be successful, it being understood that failure by the Buyer to make the investigations and tests referred to in exchange Clause 6(3) by the Completion Date will be conclusive evidence for the China Unicom Shares as provided in purposes of this Clause 2.1) by China Unicom that the Buyer is conditional on satisfied that the following Conditions being fulfilled (or, if applicable, waived) on or before Property is not polluted but without prejudice to the Long Stop Date: 3.1.1 the Telefónica Board having passed a resolution either to increase the Telefónica’s capital and to issue the Telefónica Shares (in the event Telefónica elects to proceed with Alternative A) or to contribute in kind the Telefónica Shares to China Unicom in exchange for the China Unicom Shares (in the event Telefónica elects to proceed with Alternative Bprovisions of Clause 6(3); 3.1.2 all Telefónica Warranties being true (3) the Seller's producing to the Buyer water supply agreements in the form of the Fifth, Sixth and accurate as at Seventh Schedules executed by the Strata Corporations (the Fifth Schedule), Britannia Estates Home Owners Association Ltd. (the Sixth Schedule) and the other Proprietors (the Seventh Schedule) on the date of this Agreement and remaining so as at of the Completion Date as if made on that dateresidential lots in Britannia Estates more particularly described in the Section A of Part II of the Schedule, for the supply of water by the Buyer to any part of the Britannia Residences; and 3.1.3 there (4) the registration of the Lease by the Registrar of Lands. If the above conditions have not having been any Material Adverse Change satisfied by28th February, 2002, the Seller (in respect of Telefónica or the Telefónica Group, and Telefónica having operated its business condition (1) only) and the Telefónica Group’s business in the ordinary course of business, since the date of the last published consolidated accounts of Telefónica; and 3.1.4 all the Conditions set out in Clause 3.2 having been satisfied, or waived by Telefónica, as the case may be, in accordance with Clause 3.7. 3.2 Completion of the subscription for the China Unicom Shares by Telefónica is conditional on the following Conditions being fulfilled Buyer (or, if applicable, waived) on or before the Long Stop Date: 3.2.1 the listing of, and permission to deal in, all the China Unicom Shares having been granted by the Listing Committee of the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the Completion Date; 3.2.2 all China Unicom Warranties being true and accurate as at the date of this Agreement and remaining so as at the Completion Date as if made on that date; 3.2.3 there not having been any Material Adverse Change in respect of China Unicom all the conditions) may at any time thereafter by thirty (30) days' notice to the other party terminate this Agreement unless the necessary permissions are in fact obtained or the China Unicom GroupBuyer becomes so satisfied during those thirty (30) days. If any condition has not been satisfied by the expiry of those thirty (30) days, and China Unicom having operated its business the Seller must immediately return the Deposit to the Buyer and the China Unicom Group’s business in Buyer must immediately surrender the ordinary course of business, since the last published consolidated accounts of China Unicom; and 3.2.4 all the Conditions set out in Clause 3.1 having been satisfied, or waived (other than the Condition set out in Clause 3.1.1) by China Unicom, as the case may be, in accordance with Clause 3.6. 3.3 Telefónica shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.1.1 as soon as possible Lease whereupon this Agreement will immediately terminate and in neither party will have any event before the Long Stop Date. 3.4 China Unicom shall use all reasonable endeavours to achieve satisfaction of the Condition set out in Clause 3.2.1 as soon as possible and in any event before the Long Stop Date. 3.5 If, at any time, either Party becomes aware of a fact or circumstance that might prevent a Condition to which it is under an obligation to satisfy from being satisfied, it shall immediately inform further rights against the other Partyarising out of it. 3.6 At any time on or before the Long Stop Date, China Unicom may waive, in whole or in part, the Conditions set out in Clauses 3.1.2 and 3.1.3 by notice to Telefónica at its sole discretion. 3.7 At any time on or before the Long Stop Date, Telefónica may waive, in whole or in part, the Conditions set out in Clauses 3.2.2 and 3.2.3 by notice to China Unicom at its sole discretion. 3.8 If the Conditions are not fulfilled or, in the case of those Conditions set out in Clauses 3.1.2 and 3.1.3, waived in writing by China Unicom, or in the case of those Conditions set out in Clauses 3.2.2 and 3.2.3, waived in writing by Telefónica, on or before the Long Stop Date, this Agreement shall automatically terminate with immediate effect except that: 3.8.1 this Clause 3.8, together with the Surviving Clauses shall continue to apply; and 3.8.2 termination shall not affect a Party’s rights and obligations which have accrued as at the date of termination although each Party’s further rights and obligations shall cease immediately on termination.