Common use of 4Transfer of Optioned Interests Clause in Contracts

4Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; ​ 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B's Equity Interest Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications, amendments, and restatements thereto.

Appears in 1 contract

Samples: Exclusive Option Agreement (Tuya Inc.)

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4Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:: ​ 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);; ​ 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;; ​ ​ 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; ​; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements, agreements or documents, obtain all necessary government licenses and permits, permits and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B's ’s Equity Interest Pledge Agreement, Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationsmodification, amendments, amendment and restatements restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationsmodification, amendments, amendment and restatements restatement thereto.. ​

Appears in 1 contract

Samples: Exclusive Option Agreement (Tarena International, Inc.)

4Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A: 1.4.1 Party B The Existing Shareholders shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s the Existing Shareholders’ transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B The Existing Shareholders shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B The Existing Shareholders shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee the Designee(s) (whichever is applicableas the case may be), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding Notice, in form and substance satisfactory to Party A and/or the Optioned Interests; ​Designee(s); 1.4.4 The relevant Parties shall execute Existing Shareholders shall, within thirty (30) days after the receipt of the Equity Interest Purchase Option Notice, sign all other necessary requisite contracts, agreements, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses requisite governmental approvals and permitsconsents, and take all necessary actions actions, to transfer the valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by ) free of any security interests, interest and cause Party A and/or the Designee(s) to become the registered owner(s) owner of the Optioned Interests. For the purpose of this Section paragraph and this Agreement, “security interestsinterest” shall include securitiessecurity, mortgagespledge, third party’s rights right or interestsinterest, any stock optionsoption, acquisition right, right of first refusal, right to offset, ownership retentionretention of title, or other security arrangements, but shall be deemed to shall, for the sake of clarity, exclude any security interest created by this Agreement, Party B's the Equity Interest Pledge AgreementAgreement of the Existing Shareholders, and Party B’s the Power of AttorneyAttorney of the Existing Shareholders. “Party B’s Equity Interest Pledge AgreementAgreement of the Existing Shareholders” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modifications, amendments, and or restatements thereto. “Party B’s Power of AttorneyAttorney of the Existing Shareholders” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting and granted to Party A with a power of attorney and any modifications, amendments, and or restatements thereto.. ​

Appears in 1 contract

Samples: Exclusive Option Agreement (KE Holdings Inc.)

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4Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:: ​ 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; ​ 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B's Equity Interest Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications, amendments, and restatements thereto.. ​

Appears in 1 contract

Samples: Exclusive Option Agreement (Tuya Inc.)

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