Common use of Conditions to the Initial Closing Clause in Contracts

Conditions to the Initial Closing. The Initial Closing is conditional on the satisfaction or waiver of the following conditions (the “Initial Closing Conditions”): (a) ANT shall have obtained all Governmental Approvals that are necessary under PRC Laws for ANT, a PRC entity, to make overseas direct investment and consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the payment of its proportion of the Initial Capital Contributions (but, for the avoidance of doubt, excluding the payment of its proportion of the Second Capital Contributions). Such Governmental Approvals shall include, without limitation, the outbound investment filing with the Management Committee of the China (Shanghai) Free Trade Zone and the foreign exchange registration with the relevant bank. (b) All other Governmental Approvals and all third party consents that are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement) having been obtained. (c) All obligations of the Parties relating to the Koubei Holdco in Section 3.2 having been performed or complied with, and shareholders resolutions and directors resolutions of the Koubei Holdco adopting the Koubei Holdco Articles and approving the matters to be set out in Section 3.2 having been passed. (d) All obligations of the Parties relating to the Koubei Shanghai Opco in Section 3.3 having been performed or complied with. (e) No Person having been threatened or commenced any Proceedings (with reasonable legal grounds) to prohibit or otherwise challenge the transactions contemplated by this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement). (f) No Laws having been passed that would prohibit or materially restrict the implementation of this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement) or either Party’s participation in the Joint Venture. (g) Since the date of this Agreement, there not having occurred any material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of AGH or any event or circumstance that may result in such material adverse change. (h) Since the date of this Agreement, there not having occurred any material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of ANT or any event or circumstance that may result in such material adverse change. (i) Before the Initial Closing, each Ancillary Agreement (other than the Data Platform Participation Agreement) having been duly executed by all parties to it. (j) Each Ancillary Agreement (other than the Data Platform Participation Agreement) becoming unconditional (save in relation to any condition making completion of that agreement conditional upon completion of this Agreement) and not being terminated in accordance with its terms. (k) AGH’s obligations in respect of the Initial Closing shall be conditional on ANT’s portion of the Initial Capital Contributions having been made, and such condition shall only be waivable by AGH. (l) ANT’s obligations in respect of the Initial Closing shall be conditional on AGH’s portion of the Initial Capital Contributions having been made, and such condition shall only be waivable by ANT. Each of the Parties shall use its best endeavors to fulfill or procure the fulfillment of all the Initial Closing Conditions for which it (or its Affiliates) is responsible as soon as practicable and in any event on or before September 30, 2015 (as may be extended by the Parties in writing, the “Long Stop Date”).

Conditions to the Initial Closing. (a) The obligations of Corn Products to consummate the Initial Closing is conditional are subject to the satisfaction, on or prior to the satisfaction or waiver Initial Closing Date, of the following conditions any one of which may be waived in writing by Corn Products: (i) The representations and warranties of each Parent Company contained in this Agreement shall be true and correct at the “time of the Initial Closing Conditions”):as though made on such date (except for those representations and warranties made as of a specific date), with such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect; (aii) ANT Each of the Parent Companies shall have obtained performed or complied in all Governmental Approvals that are necessary under PRC Laws for ANTmaterial respects with all of their covenants, a PRC entityagreements and obligations herein contained, to make overseas direct investment the extent the same are required to be performed or complied with at or prior to the time of the Initial Closing; (iii) All approvals and consummate consents shall have been obtained from the Mexican Federal Competition Commission and the Mexican Foreign Investment Commission, and from the Persons and Individuals listed in Schedule 4.4, in form and substance reasonably satisfactory to Corn Products' legal counsel, necessary in order to permit the transactions contemplated by herein to be completed at the Initial Closing, the First Put Closing and the Second Put Closing without adversely affecting, modifying, amending, varying or renegotiating in a way that is not insignificant to Corn Products in its judgment exercised in good faith or resulting in the termination or cancellation of, this Agreement and the or any Parent Company Ancillary Agreements; (iv) The waiting period under the HSR Act shall have expired or terminated, and no (A) temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction, or (B) other legal restraint or prohibition, including the payment of its proportion those arising as a result of the Initial Capital Contributions (butfailure to obtain or maintain any necessary governmental approval or consent, for the avoidance of doubt, excluding the payment of its proportion of the Second Capital Contributions). Such Governmental Approvals shall include, without limitation, the outbound investment filing with the Management Committee of the China (Shanghai) Free Trade Zone and the foreign exchange registration with the relevant bank. (b) All other Governmental Approvals and all third party consents that are necessary for be in effect preventing or materially affecting the consummation of the transactions contemplated by this Agreement and the or any Parent Company Ancillary Agreements or Corn Products Ancillary Agreements; (other than v) All of the Data Platform Participation AgreementParent Company Ancillary Agreements required to be delivered at the Initial Closing shall have been duly executed and delivered by the parties thereto; (vi) having All of the directors and officers of Aracorn, the Joint Venture or Poliecsa set forth on Schedule 3.4 shall have tendered their resignation from each such position held by them with the applicable corporation; and (vii) the Bylaws of the Joint Venture shall have been obtainedamended to read in their entirety as set forth in Exhibit F hereto. (cb) All The obligations of each of the Parties relating Parent Companies to consummate the Initial Closing are subject to the Koubei Holdco satisfaction, on or prior to the Initial Closing Date, of the following conditions any one of which may be waived in Section 3.2 having been writing by either of the Parent Companies: (i) The representations and warranties of Corn Products contained in this Agreement shall be true and correct at the time of the Initial Closing as though made on such date, with such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect; (ii) Corn Products shall have performed or complied within all material respects with all of its covenants, agreements and shareholders resolutions and directors resolutions of obligations herein contained, to the Koubei Holdco adopting extent the Koubei Holdco Articles and approving the matters same are required to be set out in Section 3.2 having been passed. (d) All obligations of the Parties relating to the Koubei Shanghai Opco in Section 3.3 having been performed or complied with.with at or prior to the time of the Initial Closing; (eiii) No Person having All approvals and consents shall have been threatened obtained from the Mexican Federal Competition Commission and the Mexican Foreign Investment Commission and from the Persons and Individuals listed in Schedule 4.4, in form and substance reasonably satisfactory to Parent Companies' legal counsel, necessary in order to permit the transactions contemplated herein to be completed at the Initial Closing, the First Put Closing and the Second Put Closing without adversely affecting, modifying, amending, varying or commenced renegotiating in a way that is not insignificant to the Parent Companies in their judgment exercised in good faith or resulting in the termination or cancellation of this Agreement or any Proceedings Corn Products Ancillary Agreements; (with reasonable iv) The waiting period under the HSR Act shall have expired or terminated, and no (A) temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction, or (B) other legal grounds) restraint or prohibition, including those arising as a result of the failure to prohibit obtain or otherwise challenge maintain any necessary governmental approval or consent, shall be in effect preventing or materially affecting the consummation of the transactions contemplated by this Agreement and the or any Parent Company Ancillary Agreements (other than the Data Platform Participation Agreement).or Corn Products Ancillary Agreements; (fv) No Laws having been passed that would prohibit or materially restrict All of the implementation of this Agreement and the Corn Products Ancillary Agreements (other than the Data Platform Participation Agreement) or either Party’s participation in the Joint Venture. (g) Since the date of this Agreement, there not having occurred any material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of AGH or any event or circumstance that may result in such material adverse change. (h) Since the date of this Agreement, there not having occurred any material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of ANT or any event or circumstance that may result in such material adverse change. (i) Before the Initial Closing, each Ancillary Agreement (other than the Data Platform Participation Agreement) having been duly executed by all parties Documents required to it. (j) Each Ancillary Agreement (other than the Data Platform Participation Agreement) becoming unconditional (save in relation to any condition making completion of that agreement conditional upon completion of this Agreement) and not being terminated in accordance with its terms. (k) AGH’s obligations in respect of be delivered at the Initial Closing shall be conditional on ANT’s portion of the Initial Capital Contributions having have been made, duly executed and such condition shall only be waivable delivered by AGHparties thereto. (l) ANT’s obligations in respect of the Initial Closing shall be conditional on AGH’s portion of the Initial Capital Contributions having been made, and such condition shall only be waivable by ANT. Each of the Parties shall use its best endeavors to fulfill or procure the fulfillment of all the Initial Closing Conditions for which it (or its Affiliates) is responsible as soon as practicable and in any event on or before September 30, 2015 (as may be extended by the Parties in writing, the “Long Stop Date”).

Conditions to the Initial Closing. The obligations of each Party to consummate the transactions contemplated by this Article III shall be subject to the fulfillment, at or prior to the Initial Closing is conditional on the satisfaction or waiver Closing, of each of the following conditions (the “Initial Closing Conditions”):conditions: (a) ANT the Company has entered into Demonstration Offtake Agreements that satisfy the Minimum Initial Offtake Requirement; (b) no Governmental Authority shall have enacted, issued, promulgated, enforced, or entered, or has commenced proceedings to enforce or enter, any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement or the other Transaction Agreements illegal, otherwise restraining or prohibiting consummation of such transactions, or causing any of the transactions contemplated hereunder or thereunder to be rescinded following completion thereof; (c) each Party shall have obtained all Governmental Approvals necessary internal approvals authorizing this Agreement, the other Transaction Agreements to which it is a party and the transactions contemplated hereby and thereby; (d) the Company shall have taken all necessary stockholder and board action to, at the Initial Closing, (i) approve the Amended and Restated Bylaws, (ii) appoint the Board as contemplated by the Stockholders’ Agreement; provided, that are necessary under PRC Laws for ANT[***], a PRC entity, and (iii) take any other corporate action required to make overseas direct investment and consummate the transactions contemplated by this Agreement and the Ancillary other Transaction Agreements, including the payment of its proportion redemption and cancellation of the Initial Capital Contributions (but, for the avoidance of doubt, excluding the payment of its proportion of the Second Capital Contributions). Such Governmental Approvals shall include, without limitation, the outbound investment filing with the Management Committee of the China (Shanghai) Free Trade Zone and the foreign exchange registration with the relevant bank. (b) All other Governmental Approvals and all third party consents that are necessary for the consummation of the transactions Formation Shares as contemplated by this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement) having been obtained. (c) All obligations of the Parties relating to the Koubei Holdco in Section 3.2 having been performed or complied with, and shareholders resolutions and directors resolutions of the Koubei Holdco adopting the Koubei Holdco Articles and approving the matters to be set out in Section 3.2 having been passed. (d) All obligations of the Parties relating to the Koubei Shanghai Opco in Section 3.3 having been performed or complied with.2.01(e); ​ (e) No Person having no Action shall have been threatened commenced against a Party, which would prevent the Initial Closing and no injunction or commenced restraining order shall have been issued by any Proceedings (with reasonable legal grounds) to prohibit Governmental Authority, and be in effect, which restrains or otherwise challenge the transactions prohibits any transaction contemplated by this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement).Transaction Agreements; (f) No Laws having been passed that would prohibit or materially restrict the implementation Company shall have filed the Amended and Restated Certificate of this Agreement and the Ancillary Agreements (other than the Data Platform Participation Agreement) or either Party’s participation in the Joint Venture.Incorporation as contemplated pursuant to Section 2.01(c); (g) Since the representations and warranties of each Party contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of this Agreementthe Initial Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, there not having occurred any material adverse change the accuracy of which shall be determined as of that specified date in the business, operations, assets, position (financial, trading or otherwiseall respects), profits or prospects of AGH or any event or circumstance that may result in such material adverse change.; (h) Since each Party shall have duly performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or on the date of this Agreement, there not having occurred any material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of ANT or any event or circumstance that may result in such material adverse change.Initial Closing Date; (i) Before each closing deliverable set forth in Section 3.05 shall have been delivered at the Initial Closing, each Ancillary Agreement (other than the Data Platform Participation Agreement) having been duly executed by all parties to it.; (j) Each Ancillary Agreement (other than each of the Data Platform Participation Investors shall have been approved by Battelle Memorial Institute as sublicensees under the License Agreement) becoming unconditional (save in relation to any condition making completion of that agreement conditional upon completion of this Agreement) and not being terminated in accordance with its terms.; and (k) AGH’s obligations in respect each of the Initial Closing Investors shall be conditional on ANT’s portion satisfied with the employment status of the Initial Capital Contributions having been made, and such condition shall only be waivable by AGH. (l) ANT’s obligations in respect intended executive officers of the Initial Closing shall be conditional on AGH’s portion of the Initial Capital Contributions having been made, and such condition shall only be waivable by ANT. Each of the Parties shall use its best endeavors to fulfill or procure the fulfillment of all the Initial Closing Conditions for which it (or its Affiliates) is responsible as soon as practicable and in any event on or before September 30, 2015 (as may be extended by the Parties in writing, the “Long Stop Date”)Company.