Common use of Call Options Clause in Contracts

Call Options. In the event of an exercise of a Call Option: (a) the Company shall promptly hold, and Party B and Party C shall cause the Company promptly to hold, a shareholders’ meeting at which a resolution shall be passed to the effect that transfer of Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser by Party B and/or Party C (as the case may be) is approved; (b) within 10 Business Days after the Notice Date, Party B, Party C and the Interest Purchaser(s) shall execute an equity interest transfer contract, based on the terms and conditions of this Deed and the information stipulated in the relevant Call Option Exercise Notice, with respect to the transfer by Party B and/or Party C of such Party B’s Interest and/or Party C’s Interest set forth in the Call Option Exercise Notice to the Interest Purchaser(s); (c) if the Interest Purchaser is neither a PRC citizen nor a company incorporated in the PRC and the Company is not already converted into a Chinese-foreign joint venture, the Parties shall cause (1) the Company to be converted into a Chinese-foreign joint venture or a wholly foreign-owned enterprise (as the case may be), (2) the Interest Purchaser(s) and Party B and/or Party C (as the case may be) to execute a joint venture contract if the Company is converted into a Chinese-foreign joint venture, and (3) the Company Articles to be amended, to reflect the exercise of the Call Option; (d) if the Interest Purchaser is a PRC citizen or a company incorporated in the PRC, the Company shall, and Party B and Party C shall procure that the Company shall, amend the Company Articles and, if any, the joint venture contract of the Company and update the register of shareholders of the Company, to reflect the transfer of Party B’s Interest and/or Party C’s Interest (as the case may be); and (e) the Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary governmental approvals and consents and perform all other necessary acts to effect the transfer of the legal and beneficial interests in Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser and to enable the Interest Purchaser to become the registered holder thereof free from all Encumbrances.

Call Options. In the event of an exercise of a Call Option: (a) the Company shall promptly hold, and Party B and Party C shall cause the Company promptly to hold, a shareholders’ meeting at which a resolution shall be passed to the effect that transfer of Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser by Party B and/or Party C (as the case may be) is approved; (b) within 10 Business Days after the Notice Date, Party B, Party C B and the Interest Purchaser(s) shall execute an equity interest transfer contract, based on the terms and conditions of this Deed and the information stipulated in the relevant Call Option Exercise Notice, with respect to the transfer by Party B and/or Party C of such Party B’s Interest and/or Party C’s Interest set forth in the Call Option Exercise Notice to the Interest Purchaser(s); (c) if the Interest Purchaser is neither a PRC citizen nor a company incorporated in the PRC and the Company is not already converted into a Chinese-foreign joint venture, the Parties shall cause (1) the Company to be converted into a Chinese-foreign joint venture or a wholly foreign-owned enterprise (as the case may be), (2) the Interest Purchaser(s) and Party B and/or Party C (as the case may be) to execute a joint venture contract if the Company is converted into a Chinese-foreign joint venture, and (3) the Company Articles to be amended, to reflect the exercise of the Call Option; (d) if the Interest Purchaser is a PRC citizen or a company incorporated in the PRC, the Company shall, and Party B and Party C shall procure that the Company shall, amend the Company Articles and, if any, the joint venture contract of the Company and update the register of shareholders of the Company, to reflect the transfer of Party B’s Interest and/or Party C’s Interest (as the case may be)Interest; and (e) the Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary governmental approvals and consents and perform all other necessary acts to effect the transfer of the legal and beneficial interests in Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser and to enable the Interest Purchaser to become the registered holder thereof free from all Encumbrances.