Common use of Exclusive Purchase Right Clause in Contracts

Exclusive Purchase Right. 1.1 Upon the execution of this Agreement, Party A shall have right to, at any time, require Party B upon the following situation, subject to the requirements by Party A, to transfer any and all of the 100% equity interest of Party C held by Party B (“Purchase Shares”) in the consideration provided in the Section 3 of this Agreement, and Party B shall transfer the Equity Interest to Party A or the third party designated by the Party A according to the requirements by Party A: 1.1.1 Party A or the third party designated by Party A is permitted to hold any or all of the Equity Interest under the P.R.C. laws; or 1.1.2 Subject to the P.R.C. laws, any situation as Party A thinks is appropriate or necessary. Party A’s right to purchase the Equity Interest provided under this Agreement shall be exclusive, unconditional and irrevocable. 1.2 The Parties hereby agree that subject to the terms and condition of this Agreement and without violating the P.R.C. law Party A shall have right to, at its option, exercise any or all of the right to purchase the Equity Interest and acquire any or all Equity Interest. The Parties hereby further agree that the time, method, amount and frequency of Party A to exercise its right to purchase the Equity Interest shall not be limited. 1.3 The Parties hereby agree that subject to the terms and conditions of this Agreement and without violating the P.R.C. laws., Party A shall have right to designate any third party to acquire any and all of the Equity Interest. Unless prohibited by the P.R.C. laws, Party B shall not refuse to transfer any or all the Equity Interest to such designated third party. 1.4 Party B shall not transfer the Equity Interest to any third party without Party A’ prior written consent until all the Equity Interest have been transferred to Party A or its designated Party in accordance with this Agreement, i.e., until Party B no longer holds any equity interest of Party C. Party B shall not create any pledge or any encumbrance on the Equity Interest in the benefit of any third party except that provided in the Equity Interest Pledge Agreement executed by Party A and Party B. 1.5 Party B hereby agrees that as the shareholder of Party C, subject to the P.R.C. laws, before Party B transfers the Equity Interest to Party A, Party B shall deliver the dividends, bonus, or any other property distributed from Party C to Party A or any third party designated by Party A as soon as possible within three (3) days after receipt of such dividends, bonus or any other property the taxes of required by P.R.C. laws have been paid.

Appears in 6 contracts

Samples: Exclusive Option Agreement (Daojia LTD), Exclusive Option Agreement (Daojia LTD), Exclusive Option Agreement (Daojia LTD)

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Exclusive Purchase Right. 1.1 Upon the execution of this Agreement, Party A shall have right to, at any time, require Party B upon the following situation, subject to the requirements by Party A, to transfer any and all of the 100% equity interest of Party C held by Party B Shareholders (“Purchase SharesEquity Interests”) in the consideration provided in the Section 3 of this Agreement, and Party B Shareholders shall transfer the Equity Interest to Party A or the third party designated by the Party A according to the requirements by Party A: 1.1.1 Party A or the third party designated by Party A is permitted to hold any or all of the Equity Interest under the P.R.C. PRC laws; or 1.1.2 Subject to the P.R.C. PRC laws, any situation as Party A thinks is appropriate or necessary. Party A’s right to purchase the Equity Interest provided under this Agreement shall be exclusive, unconditional and irrevocable. 1.2 The Parties hereby agree that subject to the terms and condition of this Agreement and without violating the P.R.C. PRC law Party A shall have right to, at its option, exercise any or all of the right to purchase the Equity Interest and acquire any or all Equity Interest. The Parties hereby further agree that the time, method, amount and frequency of Party A to exercise its right to purchase the Equity Interest shall not be limited. 1.3 The Parties hereby agree that subject to the terms and conditions of this Agreement and without violating the P.R.C. PRC laws., Party A shall have right to designate any third party to acquire any and all of the Equity Interest. Unless prohibited by the P.R.C. PRC laws, Party B Shareholders shall not refuse to transfer any or all the Equity Interest to such designated third party. 1.4 Party B Shareholders shall not transfer the Equity Interest to any third party without Party A’ prior written consent until all the Equity Interest have been transferred to Party A or its designated Party party in accordance with this Agreement, i.e., until Party B Shareholders no longer holds any equity interest of Party C. Party B Shareholders shall not create any pledge or any encumbrance on the Equity Interest in the benefit of any third party except that provided in the Equity Interest Pledge Agreement executed by Party A and Party B.Shareholders. 1.5 Party B Shareholders hereby agrees that as the shareholder of Party C, subject to the P.R.C. PRC laws, before Party B Shareholders transfers the Equity Interest to Party A, Party B Shareholders shall deliver the dividends, bonus, or any other property distributed from Party C to Party A or any third party designated by Party A as soon as possible within three (3) days after receipt of such dividends, bonus or any other property the taxes of required by P.R.C. PRC laws have been paid.

Appears in 3 contracts

Samples: Exclusive Option Agreement (17 Education & Technology Group Inc.), Exclusive Option Agreement (17 Education & Technology Group Inc.), Exclusive Option Agreement (17 Education & Technology Group Inc.)

Exclusive Purchase Right. 1.1 Upon the execution of this Agreement, Party A shall have right to, at any time, require Party B upon the following situation, subject to the following conditions, Party A may require at any time Party B (subject to the specific requirements by Party A, ) to transfer any and or all of the 100% equity interest of Party C held by Party B (“Purchase SharesEquity Interest”) in the consideration provided in the Section 3 of this Agreement, and Party B shall transfer the Equity Interest to Party A or the third party designated by the Party A according to the requirements by Party A: 1.1.1 (1) Party A or the third party designated by Party A is permitted to hold any or all of the Equity Interest under the P.R.C. PRC laws; or 1.1.2 (2) Subject to the P.R.C. PRC laws, any situation other circumstances as Party A thinks is deems appropriate or necessary. Party A’s right to purchase the Equity Interest provided under this Agreement shall be exclusive, unconditional and irrevocable. 1.2 The Parties hereby agree that subject to the terms and condition of this Agreement and without violating the P.R.C. law PRC laws, Party A shall have right tomay, at its option, exercise any or all of the right to purchase the Equity Interest and acquire any or all Equity Interest. The Parties hereby further agree that the time, method, amount and frequency of Party A to exercise its right to purchase the Equity Interest shall not be limited. 1.3 The Parties hereby agree that subject to the terms and conditions of this Agreement and without violating the P.R.C. PRC laws., Party A shall have right to may designate any third party to acquire any and or all of the Equity Interest. Unless expressly prohibited by the P.R.C. PRC laws, Party B shall not refuse to transfer any or all of the Equity Interest to such designated third party. 1.4 Party B shall not transfer the Equity Interest to any third party without Party A’ prior written consent until all the Equity Interest have been transferred to Party A or its designated Party in accordance with this Agreement, i.e., until Party B no longer holds any equity interest of Party C. Party B shall not create any pledge or any encumbrance on the Equity Interest in the benefit of any third party except that provided in the Equity Interest Pledge Agreement executed by Party A and Party B. 1.5 Party B hereby agrees that as the shareholder of Party C, subject to the P.R.C. laws, before Party B transfers the Equity Interest to Party AA and subject to the PRC laws, Party B shall deliver the dividends, bonus, or any other property distributed from Party C to Party A or any third party designated by Party A as soon as possible within three (3) days after receipt of such dividends, bonus or any other property and payment of the taxes of required by P.R.C. laws have been paidrelevant PRC laws.

Appears in 2 contracts

Samples: Exclusive Call Option Agreement (Bright Scholar Education Holdings LTD), Exclusive Call Option Agreement (Bright Scholar Education Holdings LTD)

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Exclusive Purchase Right. 1.1 Upon the execution of this Agreement, Party A shall have right to, at any time, require Party B upon the following situation, subject to the requirements by Party A, to transfer any and all of the 100% equity interest of Party C held by Party B Shareholders (“Purchase SharesEquity Interests”) in the consideration provided in the Section 3 of this Agreement, and Party B Shareholders shall transfer the Equity Interest to Party A or the third party designated by the Party A according to the requirements by Party A: 1.1.1 Party A or the third party designated by Party A is permitted to hold any or all of the Equity Interest under the P.R.C. PRC laws; or 1.1.2 Subject to the P.R.C. PRC laws, any situation as Party A thinks is appropriate or necessary. Party A’s right to purchase the Equity Interest provided under this Agreement shall be exclusive, unconditional and irrevocable. 1.2 The Parties hereby agree that subject to the terms and condition of this Agreement and without violating the P.R.C. PRC law Party A shall have right to, at its option, exercise any or all of the right to purchase the Equity Interest and acquire any or all Equity Interest. The Parties hereby further agree that the time, method, amount and frequency of Party A to exercise its right to purchase the Equity Interest shall not be limited. 1.3 The Parties hereby agree that subject to the terms and conditions of this Agreement and without violating the P.R.C. PRC laws., Party A shall have right to designate any third party to acquire any and all of the Equity Interest. Unless prohibited by the P.R.C. PRC laws, Party B Shareholders shall not refuse to transfer any or all the Equity Interest to such designated third party. 1.4 Party B Shareholders shall not transfer the Equity Interest to any third party without Party A’ prior written consent until all the Equity Interest have been transferred to Party A or its designated Party party in accordance with this Agreement, i.e., until Party B Shareholders no longer holds any equity interest of Party C. Party B Shareholders shall not create any pledge or any encumbrance on the Equity Interest in the benefit of any third party except that provided in the Equity Interest Pledge Agreement executed by Party A and Party B.Shareholders. 1.5 Party B Shareholders hereby agrees that as the shareholder of Party C, subject to the P.R.C. PRC laws, before Party B Shareholders transfers the Equity Interest to Party A, Party B Shareholders shall deliver the dividends, bonus, or any other property distributed from Party C to Party A or any third party designated by Party A as soon as possible within three (3) days after receipt of such dividends, bonus or any other property the taxes of required by P.R.C. PRC laws have been paid.

Appears in 1 contract

Samples: Exclusive Option Agreement (17 Education & Technology Group Inc.)

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