Common use of Preemptive Right and Option Clause in Contracts

Preemptive Right and Option. 1. After three (3) years from the effective date of this Agreement, if either party hereto (hereinafter called "Selling Party") wishes to transfer and sell all but not less than all of its shares, the Selling Party shall furnish to the other Party (hereinafter called "Other Party") a written notice of a proposed purchaser, the offered purchase price and other major terms and conditions of such proposed sale. The Other Party shall have a right to purchase such shares by giving Selling Party a written notice of its intention to purchase the same within ninety (90) days from the receipt of Selling Party's notice, upon the same terms and conditions as described in the Selling Party's notice. The Selling Party may sell such shares upon the terms and conditions as described in its notice after ninety (90) days from the date of Other Party's receipt of such notice unless Other Party gives a notice for its purchase of the shares to Selling Party. Unless agreed by the. Other Party in writing, any transferee party shall be subject to this Agreement. 2. After three (3) years from the effective date of this Agreement, either party may at any time make a written offer to buy all of the other Party's shares in the New Company. The Other Party shall then, either accept the offer and sell all of its shares under the terms and conditions offered, or purchase the offering party's shares at the same terms and conditions. If the party receiving the initial offer does not respond to the initial offer within one hundred and twenty (120) days, the party receiving the offer shall be deemed to have accepted the offer to sell its shares. The parties shall cooperate to effect the closing of such purchase and sale of all of the shares of the New Company held by the Selling Party within 120 days of the decision or deemed decision of the second party. At such closing, the purchasing party shall pay to the Selling Party the purchase price in cash, and the Selling Party shall deliver to the purchasing party share certificates representing all of the Selling Party's shares held in the New Company, free and clear of any liens.

Preemptive Right and Option. 1. After three (3) 3 years from the effective date of this Agreement, if either party hereto (hereinafter called "Selling Party") wishes to transfer and sell all but not less than all of its shares, the Selling Party shall furnish to the other Party party (hereinafter called "Other Party") a written notice of a proposed purchaser, the offered purchase price and other major terms and conditions of such proposed sale. The Other Party shall have a right to purchase such shares by giving Selling Party a written notice of its intention to purchase the same within ninety (90) 90 days from the receipt of Selling Party's notice, upon the same terms and conditions as described in the Selling Party's notice. The Selling Party may sell such shares upon the terms and conditions as described in its notice after ninety (90) 90 days from the date of Other Party's receipt of such notice unless Other Party gives a notice for its purchase of the shares to Selling Party. Unless agreed by the. the Other Party in writing, any transferee transferree party shall be subject to this Agreement. 2. After three (3) 3 years from the effective date of this Agreement, either party may at any time make a written offer to buy all of the other Partyparty's shares in the New Company. The Other Party other party shall then, then either accept the offer and sell all of its shares under the terms and conditions offered, or purchase the offering party's shares at the same terms and conditions. If the party receiving the initial offer does not respond to the initial offer within one hundred and twenty (120) 120 days, the party receiving the offer shall be deemed to have accepted the offer to sell its shares. The parties shall cooperate to effect the closing of such purchase and sale of all of the shares of the New Company held by the Selling Party selling party within 120 days of the decision or deemed decision of the second party. At such closing, the purchasing party shall pay to the Selling Party selling party the purchase price in cash, and the Selling Party selling party shall deliver to the purchasing party share certificates representing all of the Selling Partyselling party's shares held in the New Company, free and clear of any liens.

Preemptive Right and Option. 1. After three five (35) years from the effective date of this Agreement, if either party hereto (hereinafter called "Selling Party") wishes to transfer and sell all but not less than all of its shares, the Selling Party shall furnish to the other Party shareholder in SPAR China (hereinafter called "Other Party") a written notice ("Sale Notice") of a the proposed purchaser, sale. The Sale Notice should include the offered purchase sale price to be determined in accordance with sub-paragraph (3) hereof and other major terms and conditions of such proposed sale. Except with the consent of the Other Party, a Sale Notice shall be irrevocable. 2. The Other Party shall have a right to purchase such shares by giving Selling Party a written notice of its intention to purchase the same within ninety (90) days ("Acceptance Period") from the receipt of Selling Party's notice, upon the same terms and conditions as described in the Selling Party's notice. The Selling Party may sell such shares upon the terms and conditions as described in its notice after ninety (90) days from the date of Other Party's receipt of such notice unless Other Party gives a notice for its purchase of the shares to Selling Partynotice. Unless agreed by the. the Other Party in writing, any transferee party shall be subject to this Agreement. 23. After three The sale price for the shares shall be the price as may be determined, at the request of the Other Party and at the cost of SPAR China, by the Auditors of the New Companies (3acting as experts and not as arbitrators) years from on the effective basis of the net asset value and net profit after tax as shown in the latest audited accounts of the New Companies (whichever is greater), provided that if at the date of this Agreement, either party may the Sale Notice the market value as between a willing seller and a willing buyer acting at arm's length of any time make a written offer to buy all of the other Party's shares assets of SPAR China is greater or less by ten percent (10%) or more than the book value of such assets then the market value of such assets shall be substituted for the book value thereof in computing the New Company. The Other Party shall then, either accept fair value of the offer and sell all of its shares under the terms and conditions offered, or purchase the offering party's shares at the same terms and conditionsshares. 4. If the party receiving the initial offer Other Party does not respond give notice to the initial offer Selling Party within one hundred and twenty (120) daysthe Acceptance Period that the Other Party is willing to proceed with the purchase, the party receiving the offer Selling Party shall be deemed to have accepted at liberty, within a period of sixty (60) days from the offer expiration of the Acceptance Period, to sell its shares. The parties and transfer the shares (subject to sub-paragraph 7 hereof) at any price but not less than the sale price to any other third party(ies) as the Selling Party shall cooperate determine, provided that the shareholders of SPAR China in shareholders' meeting shall first be reasonably satisfied as to effect the closing financial position and other conditions of such purchase third party(ies) and sale its or their ability to comply with the obligations of the Selling Party before registering the transfer. 5. Notwithstanding anything to the contrary (expressly or implied) herein contained, upon registration of the Other Party or third party(ies) as the shareholder(s) of all of the shares of the New Company held Selling Party of and in SPAR China the Selling Party shall cease to be bound by the terms and provisions of this Agreement and its rights under this Agreement shall be extinguished but without prejudice to any rights accrued or accruing by the virtue of any antecedent breach of any term or provision hereof. 6. The remaining shareholders shall procure that SPAR China release forthwith any Director(s) of SPAR China appointed by the Selling Party within 120 days after the sale or transfer of the decision or deemed decision of the second party. At such closing, the purchasing party shall pay to shares by the Selling Party the purchase price in cash, from all their offices and employments with SPAR China and the Selling Party shall deliver to the purchasing party share certificates representing all upon request of the Selling Party's shares held in the New Company, free remaining shareholders procure that any such Director(s) resign forthwith all their offices and clear employments with SPAR China without payment of any lienscompensation by the SPAR China to such Director(s) in respect thereof and shall indemnify SPAR China against any claim by any such Director(s) in connection with such loss of office and employment. 7. Any transfer of shares in SPAR China pursuant to Article 24 shall be conditional upon the transferee entering into an agreement with the existing shareholder(s) whereby the transferee shall agree to be bound by and to observe and perform the terms and conditions of this Agreement.

Preemptive Right and Option. 123.1. The Parties agree that (3) years from the effective date of this Agreement no one of the Parties will sell or otherwise transfer its shares in the New Company, and at no time may any Party transfer less than all of its shares. After three (3) years from the effective date of this Agreement, if either party any Party hereto (hereinafter in items 1 and 2 of this Article called "“Selling Party"”) wishes to transfer and and/or sell all but not less than all of its shares, the Selling Party shall furnish to the other Party (hereinafter in this Article called "“Other Party"”) a written notice (hereinafter called “Notice on Sale”) of a proposed purchaser, the offered purchase price and other major terms and conditions of such proposed sale. 23.2. The Other Party shall have a right to purchase such shares by giving the Selling Party a written notice of its their intention to purchase the same within ninety (90) days from the receipt of the Selling Party's ’s notice, upon the same terms and conditions as described in the Notice on Sale. If the Other Party does not exercise their right to purchase the Selling Party's notice. The ’s shares within ninety (90) days from the receipt of the Notice on Sale, the Selling Party within subsequent ninety (90) days (hereinafter called “Selling Period”) may sell such shares to the purchaser indicated in the Notice on Sale and upon the terms and conditions as described in its notice after ninety (90) days from the date of Other Party's receipt of such notice unless Other Party gives a notice for its purchase of the shares to Selling PartyNotice on Sale. Unless agreed by the. the Other Party in writing, any transferee or purchasing party shall be subject to this Agreement. 223.3. After three (3) years from the effective date of this Agreement, either party SPAR may at any time make a written offer to buy all of the other Party's Lithuanian Partner’s shares in the New Company. The Other Party Lithuanian Partner shall thenthen accept the offer and sell all of its shares under the terms and conditions offered, or Lithuanian Partner may purchase all of SPAR’s shares at the same terms and conditions. If the Lithuanian Partner does not respond to the initial offer within one hundred and twenty (120) days, it shall be deemed that the Lithuanian Partner has accepted the offer to sell all of its shares. After three (3) years from the effective date of this Agreement, Lithuanian Partner may at any time make a written offer to buy all of the SPAR’s shares in the New Company. SPAR then may elect to either accept the offer and sell all of its shares under the terms and conditions offered, or purchase the offering party's all of Lithuanian Partner’s shares at the same terms and conditions. If the party receiving the initial offer SPAR does not respond to the initial offer within one hundred and twenty (120) days, the party receiving the offer it shall be deemed to have that SPAR has accepted the offer to sell all of its shares. The parties In any case, the Parties shall cooperate to effect affect the closing of such purchase and sale of all of the shares of the New Company held by the Selling selling Party within 120 days of the decision or deemed decision of the second partyParty. At such closing, the purchasing party Party shall pay to the Selling selling Party the purchase price in cash, and the Selling selling Party shall deliver to the purchasing party share certificates representing Party all of the Selling selling Party's ’s shares held in the New Company, free and clear of any liens. 23.4. Notwithstanding the general arbitration provisions in Article 37, should there be any deadlock at any meeting of the Board of Directors and/or at any General Meeting of Shareholders of New Company, then in such event the Parties shall attempt to resolve these issues by mediation as soon as possible and failing such resolution within twenty-one (21) business days after having been referred to mediation, any director or shareholder (as the case may be) shall be entitled by written notice to New Company to claim that all or any of the matters which were under discussion and/or to be discussed at that meeting, be submitted to and decided by arbitration in terms of Article 38. 23.5. Notwithstanding that a deadlock may have arisen in terms of clause 23.4. such deadlock shall not alone constitute a ground for any shareholder to apply to court for the winding up of the New Company.