Common use of Conditions to Completion Clause in Contracts

Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to: (a) SGE waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement (b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2; (c) approval of the Completion Modification Agreement (prior to execution) by MOLAR; (d) execution of the Completion Modification Agreement; (e) filing of the executed Completion Modification Agreement with MOLAR; (f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM; (g) either: (i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or (ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest; (h) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC); (i) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and (j) the execution of the Deed of Novation by all the parties to it.

Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to: (a) SGE waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement; (b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2; (c) approval of the Completion Modification Agreement (prior to execution) by MOLAR; (d) execution of the Completion Modification Agreement; (e) filing of the executed Completion Modification Agreement with MOLAR; (f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM; (g) either: (i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or (ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest; (h) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC); (i) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and (j) the execution of the Deed of Novation by all the parties to it.. Asset Transfer Agreement

Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to: (a) SGE BHPB waiving its pre-emptive right to acquire the Participating InterestInterest as it relates to the BHPB Farmout Area, and consenting to the novation of the BHPB Farmout Agreement and BHPB Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Part 1 of Schedule 1; Asset Transfer Agreement; (b) SGE waiving its pre-emptive right to acquire the Participating Interest as it relates to the SGE Farmout Area, and consenting to the novation of the SGE Farmout Agreement and SGE Joint Operating Agreement to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Part 2 of Schedule 1; (c) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to Asset Transfer Agreement the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2; (cd) approval of the Completion Modification Agreement Agreements (prior to execution) by MOLAR; (de) execution of the Phase 2 Deed of Assignment and Phase 2 Modification Agreement; (f) execution of the Completion Modification Agreement; (eg) filing of the executed Completion Modification Agreement Agreements with MOLAR; (fh) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement Agreements by MOFCOM; (gi) either: (i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or (ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest; (hj) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC); (ik) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and (jl) the execution of the Deed Shenfu Deeds of Novation by all the parties to itthem.

Conditions to Completion. 3.1 The sale and purchase respective obligations of the Sale Interest as Seller and the Purchaser to complete the transactions contemplated in by this Agreement is agreement shall be subject toto the satisfaction or waiver, at or prior to Completion, of each of the following conditions: (a) SGE waiving its prethe approvals listed in Part A (Purchaser regulatory change of control and anti-emptive right to acquire the Participating Interest, and consenting to the novation trust approvals for acquisition of the Joint Operating Agreement to Company and the Company Subsidiaries) and Part AA (Purchaser regulatory approvals for change of control of Prudential and its Subsidiaries pursuant to the terms Scheme of this Agreement, the form Arrangement) of such waiver Schedule 7 (Regulatory and consent anti-trust approvals) being set out in Schedule 1; Asset Transfer Agreementobtained; (b) CUCBM waiving its preferred right to be assigned the Participating Interest, approvals listed in Part B (Parent regulatory change of control and consenting to anti-trust approvals for the transfer allotment and issue of the Participating Interest to the Purchaser pursuant to the terms Consideration Shares and Mandatory Convertible Securities) of this Agreement, the form of such waiver Schedule 7 (Regulatory and consent anti-trust approvals) being set out in Schedule 2obtained; (c) approval in accordance with the articles of association of Prudential and applicable Law, the requisite majority of Prudential’s shareholders having passed all of the Completion Modification Agreement Resolutions at the Prudential Shareholders Meeting (prior to execution) by MOLAR“Prudential Shareholder Approval”); (d) execution in relation to the Scheme of the Completion Modification Agreement; (e) filing of the executed Completion Modification Agreement with MOLAR; (f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM; (g) eitherArrangement: (i) the Purchaser registering Scheme of Arrangement being approved by the requisite majority at a court meeting of the shareholders of Prudential convened in accordance with SAIC and including Part 26 of the Participating Interest in Companies Act to consider, and, if thought fit, approve, the registration details maintained by SAIC; orScheme of Arrangement (the “Court Meeting”); (ii) the Scheme of Arrangement being sanctioned, and the Prudential Reduction of Capital confirmed, by the Court; (iii) the delivery of the relevant orders of the Court relating to the Scheme of Arrangement and the Prudential Reduction of Capital to the Registrar of Companies in accordance with applicable Law, and (if applicable) the registration by the Registrar of Companies of the order of the Court relating to the Prudential Reduction of Capital; and (iv) the Scheme of Arrangement and the Prudential Reduction of Capital becoming unconditional and effective in accordance with their terms; (e) the Purchaser is already registered with SAICScheme Shares being admitted to Listing and Trading and the: (i) Rights Issue Shares; (ii) Consideration Shares; (iii) Mandatory Convertible Securities; and (iv) Purchaser Preferred Securities, being duly created, allotted and issued by Prudential or the Purchaser’s registration details with SAIC are amended Purchaser (as applicable) and being admitted to include Listing and Trading; (f) (x) the Participating InterestWarranty contained in paragraph 12 of Schedule 1 (Warranties) being true and correct as of February 23, 2010, and (y) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in each case without giving effect to any limitations as to materiality or Material Adverse Change set forth therein, and in each case except to the extent that any failure or failures of such Warranties to be true and correct as of February 23, 2010 (in the case of the Warranty contained in paragraph 12 of Schedule 1 (Warranties)) or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Change; (g) the Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties made only as of a specified date shall be true and correct only as of such specified date), except to the extent any failure or failures of such Purchaser Warranties to be true and correct as of the Completion Date or such other specified date, as applicable, individually or in the aggregate, shall not have given rise to a material adverse effect on the ability of the Purchaser and/or Prudential, as applicable, to complete the transactions contemplated by this agreement; (h) the Vendor amending its registration details Parent’s covenants under clause 8.1 and Schedule 2 having been complied with SAIC in all material respects, except where the failure to remove reference to so comply is not material in the Participating Interest (provided context of the Vendor has previously registered the details of Participating Interest with SAIC);AIA Group taken as a whole; and (i) no Material Adverse Change, or state of facts, circumstance, change, development, effect, event or occurrence which would reasonably be expected to have a Material Adverse Change, having occurred between the Signing Date and the Admission Date; provided always that the Purchaser may not invoke such condition at any other Approval time following the Admission Date. 3.2 The Purchaser may waive in writing in whole or Guarantee required to make effective the sale and purchase in part all or any of the Sale Interest contemplated Conditions set out in clauses 3.1(a), (f), (h), or (i). The Seller may waive in writing in whole or in part the Condition set out in clause 3.1(g). The Conditions set out in clauses 3.1(c), (d) and (e) may not be waived by this Agreement; and (jany party. The Condition set out in clause 3.1(b) the execution may be waived only by mutual agreement of the Deed of Novation by all Seller and the parties to itPurchaser.

Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to: (a) SGE CVX waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement Baode Participation Agreements to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement; (b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2; (c) approval of the Completion Modification Agreement Agreements (prior to execution) by MOLAR; (d) Approval by MOFCOM of an extension of the Baode PSC exploration period for a further 2 years effective from 1 May 2008 (e) execution of the Completion Modification Agreement; (ef) filing of the executed Completion Modification Agreement Agreements with MOLAR; (fg) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement Agreements by MOFCOM; (gh) either: (i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or (ii) if the Purchaser is already registered with SAIC, the Purchaser’s 's registration details with SAIC are amended to include the Participating Interest; (hi) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC); (ij) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and (jk) the execution of the Deed of Novation by all the parties to it.

Conditions to Completion. The sale and purchase of the Sale Interest as contemplated in this Agreement is subject to: (a) SGE BHPB waiving its pre-emptive right to acquire the Participating Interest, and consenting to the novation of the Joint Operating Agreement Baode Participation Agreements to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 1; Asset Transfer Agreement; (b) CUCBM waiving its preferred right to be assigned the Participating Interest, and consenting to the transfer of the Participating Interest to the Purchaser pursuant to the terms of this Agreement, the form of such waiver and consent being set out in Schedule 2; (c) approval of the Completion Modification Agreement Agreements (prior to execution) by MOLAR; (d) execution of the Completion Phase 2 Deed of Assignment and Phase 2 Modification Agreement; (e) execution of the Completion Modification Agreement; (f) filing of the executed Completion Modification Agreement Agreements with MOLAR; (fg) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement Agreements by MOFCOM; (gh) either:: Asset Transfer Agreement (i) the Purchaser registering with SAIC and including the Participating Interest in the registration details maintained by SAIC; or (ii) if the Purchaser is already registered with SAIC, the Purchaser’s registration details with SAIC are amended to include the Participating Interest; (hi) the Vendor amending its registration details with SAIC to remove reference to the Participating Interest (provided the Vendor has previously registered the details of Participating Interest with SAIC); (ij) any other Approval or Guarantee required to make effective the sale and purchase of the Sale Interest contemplated by this Agreement; and (jk) the execution of the Deed of Novation by all the parties to it.

Conditions to Completion. 3.1 The sale and purchase respective obligations of the Sale Interest as Seller and the Purchaser to complete the transactions contemplated in by this Agreement is agreement shall be subject toto the satisfaction or waiver, at or prior to Completion, of each of the following conditions: (a) SGE waiving its prethe approvals listed in Part A (Purchaser regulatory change of control and anti-emptive right to acquire the Participating Interest, and consenting to the novation trust approvals for acquisition of the Joint Operating Agreement to Company and the Company Subsidiaries) and Part AA (Purchaser regulatory approvals for change of control of Prudential and its Subsidiaries pursuant to the terms Scheme of this Agreement, the form Arrangement) of such waiver Schedule 7 (Regulatory and consent anti-trust approvals) being set out in Schedule 1; Asset Transfer Agreementobtained; (b) CUCBM waiving its preferred right to be assigned the Participating Interest, approvals listed in Part B (Parent regulatory change of control and consenting to anti-trust approvals for the transfer allotment and issue of the Participating Interest to the Purchaser pursuant to the terms Consideration Shares and Mandatory Convertible Securities) of this Agreement, the form of such waiver Schedule 7 (Regulatory and consent anti-trust approvals) being set out in Schedule 2obtained; (c) approval in accordance with the articles of association of Prudential and applicable Law, the requisite majority of Prudential’s shareholders having passed all of the Completion Modification Agreement Resolutions at the Prudential Shareholders Meeting (prior to execution) by MOLAR“Prudential Shareholder Approval”); (d) execution in relation to the Scheme of the Completion Modification Agreement; (e) filing of the executed Completion Modification Agreement with MOLAR; (f) approval of the assignment of the Participating Interest and approval of the Completion Modification Agreement by MOFCOM; (g) eitherArrangement: (i) the Purchaser registering Scheme of Arrangement being approved by the requisite majority at a court meeting of the shareholders of Prudential convened in accordance with SAIC and including Part 26 of the Participating Interest in Companies Act to consider, and, if thought fit, approve, the registration details maintained by SAIC; orScheme of Arrangement (the “Court Meeting”); (ii) the Scheme of Arrangement being sanctioned, and the Prudential Reduction of Capital confirmed, by the Court; (iii) the delivery of the relevant orders of the Court relating to the Scheme of Arrangement and the Prudential Reduction of Capital to the Registrar of Companies in accordance with applicable Law, and (if applicable) the registration by the Registrar of Companies of the order of the Court relating to the Prudential Reduction of Capital; and (iv) the Scheme of Arrangement and the Prudential Reduction of Capital becoming unconditional and effective in accordance with their terms; (e) the Purchaser is already registered with SAICScheme Shares being admitted to Listing and Trading and the: (i) Rights Issue Shares; (ii) Consideration Shares; (iii) Mandatory Convertible Securities; and (iv) Purchaser Preferred Securities, 27 being duly created, allotted and issued by Prudential or the Purchaser’s registration details with SAIC are amended Purchaser (as applicable) and being admitted to include Listing and Trading; (f) (x) the Participating InterestWarranty contained in paragraph 12 of Schedule 1 (Warranties) being true and correct as of February 23, 2010, and (y) all other Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Warranties specified by their terms to be made only as of a specified date shall be true and correct only as of such date), in each case without giving effect to any limitations as to materiality or Material Adverse Change set forth therein, and in each case except to the extent that any failure or failures of such Warranties to be true and correct as of February 23, 2010 (in the case of the Warranty contained in paragraph 12 of Schedule 1 (Warranties)) or the Completion Date (in the case of all other Warranties), individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Change; (g) the Purchaser Warranties being true and correct as of the Completion Date as though made on the Completion Date (except in each case that those Purchaser Warranties made only as of a specified date shall be true and correct only as of such specified date), except to the extent any failure or failures of such Purchaser Warranties to be true and correct as of the Completion Date or such other specified date, as applicable, individually or in the aggregate, shall not have given rise to a material adverse effect on the ability of the Purchaser and/or Prudential, as applicable, to complete the transactions contemplated by this agreement; (h) the Vendor amending its registration details Parent’s covenants under clause 8.1 and Schedule 2 having been complied with SAIC in all material respects, except where the failure to remove reference to so comply is not material in the Participating Interest (provided context of the Vendor has previously registered the details of Participating Interest with SAIC);AIA Group taken as a whole; and (i) no Material Adverse Change, or state of facts, circumstance, change, development, effect, event or occurrence which would reasonably be expected to have a Material Adverse Change, having occurred between the Signing Date and the Admission Date; provided always that the Purchaser may not invoke such condition at any other Approval time following the Admission Date. 3.2 The Purchaser may waive in writing in whole or Guarantee required to make effective the sale and purchase in part all or any of the Sale Interest contemplated Conditions set out in clauses 3.1(a), (f), (h), or (i). The Seller may waive in writing in whole or in part the Condition set out in clause 3.1(g). The Conditions set out in clauses 3.1(c), (d) and (e) may not be waived by this Agreement; and (jany party. The Condition set out in clause 3.1(b) the execution may be waived only by mutual agreement of the Deed of Novation by all Seller and the parties to itPurchaser.