Common use of Exclusive Call Option Clause in Contracts

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 compliance with the relevant PRC laws and regulations, upon payment of the taxes as required by the relevant laws and regulations, Party B, as the shareholder of Party C, shall deliver such dividends, bonuses or any assets at no charge to Party A or a third party designated by Party A as soon as possible not later than three days from the date of receiving such distributed proceeds.

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 1.4 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 compliance with the relevant PRC laws and regulations, upon payment of the taxes as required by the relevant laws and regulations, Party B, as the shareholder of Party C, shall deliver such dividends, bonuses or any assets at no charge to Party A or a third party designated by Party A as soon as possible not later than three days from the date of receiving such distributed proceeds.

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 Interest 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 1.4 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 compliance with the relevant PRC laws and regulations, upon payment of the taxes as required by the relevant laws and regulations, Party B, as the shareholder of Party C, shall deliver such dividends, bonuses or any assets at no charge to Party A or a third party designated by Party A as soon as possible not later than three days from the date of receiving such distributed proceeds.