Exclusive Call Option Clause Samples
An Exclusive Call Option clause grants one party the sole right, but not the obligation, to purchase a specific asset or interest within a defined period and under agreed terms. This means that during the option period, the seller cannot offer the asset to any other potential buyers, ensuring exclusivity for the option holder. The clause is commonly used in transactions involving shares, real estate, or intellectual property, where the buyer may need time to conduct due diligence before committing to the purchase. Its core function is to secure the buyer's opportunity to acquire the asset while preventing competing offers, thereby providing certainty and negotiating leverage to the option holder.
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Exclusive Call Option. 1.1 From the date of signing this Agreement, Party A shall be entitled at any time under the following circumstances to request Party B (subject to the specific requirements of Party A) to transfer all or part of 100% equity of Party C held by Party B (hereinafter referred to as the “subject equity”) in accordance with the consideration as stipulated in Article 3 of this Agreement. Party B shall transfer the subject equity to Party A or a third party designated by Party A at Party A’s request and complete the corresponding change of industrial and commercial registration:
(1) Where the PRC laws and regulations permit Party A or a third party designated by Party A to hold all or part of the subject equity; or
(2) Any other circumstances that Party A deems appropriate or necessary as far as legally permissible under the PRC laws and regulations. Party A’s call options under this Agreement are exclusive, unconditional and irrevocable.
1.2 All parties agree to be bound by the terms and conditions of this Agreement and Party A shall be entitled, at its own discretion, to exercise all or part of the exclusive call options and acquire all or part of the subject equity without violating the then PRC laws. All parties further agree that Party A shall not be subject to any restriction on the time, method, quantity and frequency of exercising the exclusive call options as stipulated in this Agreement.
1.3 Subject to the terms and conditions of this Agreement, all parties agree that Party A may designate any third party to exercise its exclusive call option to purchase all or part of the subject equity without violating the then PRC laws. Unless expressly prohibited by PRC laws, Party B shall not refuse to transfer all or part of the subject equity to the designated third party.
1.4 Party B shall not transfer the subject equity to any third party without the prior written consent of Party A before transferring all the subject equity to Party A or a third party designated by Party A in accordance with the provisions of this Agreement, i.e. before Party B no longer holds any equity in Party C. Except for the Equity Pledge Agreement separately signed by Party A and Party B, Party B shall not pledge the subject equity to any third party or impose any encumbrance on the subject equity.
1.5 Party B agrees that before transferring the subject equity to Party A by Party B, where Party B obtains dividends, bonuses or any assets distributed from Party C, subject to the complian...
Exclusive Call Option. 1.1 Rights Granted Party B hereby exclusively, irrevocably and unconditionally grants Party A an exclusive call option (the “Equity Interest Call Option”) to purchase from Party B, or designate one or more persons (each, a “Party A’s Designee”) to purchase the equity interests (the “Underlying Equity Interest”) in Party C then held by Party B in part or whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein. Party A shall have the right to determine any Party A’s Designee to accept and acquire all or part of the Underlying Equity Interest and Party B shall not deny and shall, as required by Party A, transfer the Underlying Equity Interest on part or in whole to Party A’s Designee. Except for Party A and Party A’s Designee, no other third person shall be entitled to the Equity Interest Call Option. Party C hereby agrees to the grant by Party B of the Equity Interest Call Option to Party A. The term “Person” referred to in this Section and this Agreement shall mean individuals, corporations, joint ventures, partnerships, enterprises, trusts, or other non-corporate organizations.
Exclusive Call Option. This Call Option grants ISC the --------------------- sole right during the Option Period to acquire the Assets. ISC shall not exercise the Option in respect of all or any material part of the Assets if such exercise will leave the AUCS Entities unable to perform in all material respects their obligations under any agreement between AUCS and any third party unless reasonably satisfactory arrangements were put in place by the Parties to enable AUCS Entities to fulfill such contractual objectives.
Exclusive Call Option. 1. Grant of rights Party D’s Shareholders hereby irrevocably grant an exclusive right to Party A, under which, since the entry into force of the Agreement, to the extent permitted by Chinese laws, Party A or a third party designated by Party A can at any time purchase from Party D’s Shareholders all or part of shares they hold at RMB 1 or the minimum price upon exercise when Chinese laws and regulations permit. Party D hereby agrees that Party D’s Shareholders grant an exclusive call option to Party A. Aforesaid call option will take effect and be granted to Party A after the Agreement is signed by the parties and once granted, the grant may not be revoked or changed within the term hereof (including any extension according to paragraph 2 of this article).
Exclusive Call Option. (1) Grant of Call Option: Party B hereby irrevocably grants to Party A or its designated third party with a call option, under which Party A or its designated third party may at any time purchase directly or indirectly all or part of Party B’s equity interest in Party C, if permitted under the laws and regulations of China. No person other than Party A or any third party designated by Party A, shall have the right to purchase such equity interest. Party C agrees to the grant by Party B of such call option to Party A. For the purpose of this Agreement, a “third party” or a “person” may be a natural person, company, partnership, enterprise, trust or other unincorporated entity.
Exclusive Call Option