Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option. 2.2 Exercise steps to purchase equities: 2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time. 2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately: (a) obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice; (c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement; (d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C; (e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Party B or an earlier time agreed upon by the parties; and (f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities. 2.3 Exercise steps to purchase assets: 2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time. 2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately: (a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice; (b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and (c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary);. 2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement (Bison Petroleum, Corp.), Exclusive Purchase Option Agreement (Bison Petroleum, Corp.)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C.PRC, Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. PRC permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,above or earlier if requested by Party A, party Party B shall immediately:
(a) obtain the waiver concerning the first refusalof refusal of other shareholders of Party C at that time on the purchase of such equities; ;
(b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. PRC within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Notice by Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,, without any Security Interest,, of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. PRC permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor above or earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;
(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary);.
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement (UHF Inc), Exclusive Purchase Option Agreement (Target Acquisitions I, Inc.)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C.PRC, Party A shall have the right to determine the time, manner and number of purchases exercises for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. PRC permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,above or earlier if requested by Party A, party Party B shall immediately:
(a) obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with reasonably requested by Party A and/or or its Designee according Designees with such modifications as are required by the requirements laws of the Equity Purchase Exercise NoticePRC;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders to ensure that Party A or its Designee may own the Equities of Party C at that time pursuant to the Equity Transfer AgreementC;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the any requested amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. PRC within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Notice by Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,, without any Security Interest,, of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, to purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. PRC permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor above or earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the in the format attached as Annex 2 hereto and any other necessary agreements with reasonably requested by Party A and/or or its Designee according to Designees with such modifications as are required by the requirements set forth in laws of the Assets Purchase Exercise NoticePRC;
(b) convene a shareholder's ’s meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with Party B and all the other shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary);.
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 2 contracts
Samples: Exclusive Purchase Option Agreement, Exclusive Purchase Option Agreement (Adamant Dri Processing & Minerals Group)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately:
(a) obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;
(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary);.
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (Bison Petroleum, Corp.)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,or earlier if requested by Party A, party B shall immediately:
(a) obtain the waiver concerning the first refusalof other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,without any Security Interest,of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;
(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if Assets(if necessary);).
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (Bison Petroleum, Corp.)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,, or earlier if requested by Party AA , party B shall immediately:
(a) obtain the waiver concerning the first refusalof refusal of other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Notice by Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,, without any Security Interest,, of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor above or earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;
(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary);.
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (Bison Petroleum, Corp.)
Exercise Steps. 2.1 Pursuant to the applicable laws of the P.R.C., Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.
2.2 Exercise steps to purchase equities:
2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the P.R.C. permits at that time.
2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above,, or earlier if requested by Party AA , party B shall immediately:
(a) obtain the waiver concerning the first refusalof refusal of other shareholders of Party C at that time on the purchase of such equities; (b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;
(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;
(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;
(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the P.R.C. within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Noticeby Notice by Party B or an earlier time agreed upon by the parties; and
(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership,, without any Security Interest,, of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.
2.3 Exercise steps to purchase assets:
2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the P.R.C. permits at that time.
2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 aboveor above or earlier if requested by Party A, Party C shall immediately:
(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;
(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and
(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest, of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets ((if necessary);).
2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (Bison Petroleum, Corp.)