Common use of Consideration for the Call Option Clause in Contracts

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua in exchange for such Equity in Ambow Sihua (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese lawslaws of China,, the transfer price of the Equity in Shida Ambow Sihua (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Shida Ambow Sihua in exchange for such Equity in Shida Ambow Sihua (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Shida Ambow Sihua to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Shida Ambow Sihua is required to be valuated under relevant Chinese lawsthe laws of China,, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese lawsthe laws of China.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Shanghai Ambow Sihua (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Shanghai Ambow Sihua in exchange for such Equity in Shanghai Ambow Sihua (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Shanghai Ambow Sihua to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Shanghai Ambow Sihua is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of for the Equity in Ambow Sihua Suzhou Wenjian (or any part thereof) shall be equal to the Party B’s initial contribution contributions to the registered capital of Ambow Sihua Suzhou Wenjian in exchange for such Equity in Ambow Sihua Suzhou Wenjian (or any part thereof) (“Contribution Contributions to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua Suzhou Wenjian to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua Suzhou Wenjian is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua Shanghai (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua Shanghai in exchange for such Equity in Ambow Sihua Shanghai (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua Shanghai to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua Shanghai is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua Zhixin (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua Zhixin in exchange for such Equity in Ambow Sihua Zhixin (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua Zhixin to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua Zhixin is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua in exchange for such Equity in Ambow Sihua (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua Shida (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua Shida in exchange for such Equity in Ambow Sihua Shida (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua Shida to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua Shida is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.

Consideration for the Call Option. To the fullest extent permitted by the Chinese laws, the transfer price of the Equity in Ambow Sihua Rongye (or any part thereof) shall be equal to the Party B’s initial contribution to the registered capital of Ambow Sihua Rongye in exchange for such Equity in Ambow Sihua Rongye (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Ambow Sihua Rongye to Party A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Sihua Rongye is required to be valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted under relevant Chinese laws.