Common use of Conditions Precedent to Transfer Clause in Contracts

Conditions Precedent to Transfer. 3.1 Transferor and Transferee should cause the following conditions precedent to Transfer to be met on the day of _______, 2006 or the date agreed by both parties: (1) Checklist of documents to be verified has been submitted to Transferee upon the requirement of Transferee and the consultant of Transferee for the conduct of due diligence, and Transferor has obtained confirmation of the satisfaction to the result of due diligence from Transferee in writing. (2) Both parties have signed the Agreement and Transferee has formulated and signed articles of association. (3) Board of Cold-Rolled Technology has adopted the decisions on approval of equity transfer and change of business form of Cold-Rolled Technology. (4) The concerned governmental authority of foreign trade and cooperation has issued approval certificate on equity transfer and change of business form of Cold-Rolled Technology. (5) New Business License has been issued by competent administration department of industry and commerce. (6) Board of Transferee has adopted a consent approving the Agreement ( if required by applicable laws) 3.2 Should conditions precedent to the transfer provided in Article 3.1 not satisfied prior to the deadline, the Agreement will be automatically terminated (except for the failure of satisfaction resulting from Force Majeure or approval delay by the approving authorities) unless Transferee issues a written exemption of such conditions. Once the Agreement is terminated, obligations and rights of both parties (excluding the liabilities for breach of the Agreement) will be terminated and Transferor should not ask for price of equity transfer. 3.3 Once the Agreement is automatically terminated according to Article 3.2, both parties should cooperate with each other to go through all the procedures required for the return of the equity from Transferee to Transferor (if necessary), in order for the equity structure of Cold-Rolled Technology to return to its original status.

Conditions Precedent to Transfer. 3.1 Transferor and Transferee should cause the following conditions precedent to Transfer to be met on the day of _______, 2006 or the date agreed by both parties: (1) Checklist of documents to be verified has been submitted to Transferee upon the requirement of Transferee and the consultant of Transferee for the conduct of due diligence, and Transferor has obtained confirmation of the satisfaction to the result of due diligence from Transferee in writing. (2) Both parties have signed the Agreement and Transferee has formulated and signed articles of association. (3) Board of Cold-Rolled Technology Huaye Steel Strip has adopted the decisions on approval of equity transfer and change of business form of Cold-Rolled TechnologyHuaye Steel Strip. (4) The concerned governmental authority of foreign trade and cooperation has issued approval certificate on equity transfer and change of business form of Cold-Rolled TechnologyHuaye Steel Strip. (5) New Business License has been issued by competent administration department of industry and commerce. (6) Board of Transferee has adopted a consent approving the Agreement ( if required by applicable laws) 3.2 Should conditions precedent to the transfer provided in Article 3.1 not satisfied prior to the deadline, the Agreement will be automatically terminated (except for the failure of satisfaction resulting from Force Majeure or approval delay by the approving authorities) unless Transferee issues a written exemption of such conditions. Once the Agreement is terminated, obligations and rights of both parties (excluding the liabilities for breach of the Agreement) will be terminated and Transferor should not ask for price of equity transfer. 3.3 Once the Agreement is automatically terminated according to Article 3.2, both parties should cooperate with each other to go through all the procedures required for the return of the equity from Transferee to Transferor (if necessary), in order for the equity structure of Cold-Rolled Technology Huaye Steel Strip to return to its original status.