Common use of Procedures for Exercise of the Assets Purchase Option Clause in Contracts

Procedures for Exercise of the Assets Purchase Option. 4.1 In case the WFOE decides to exercise the Assets Purchase Option pursuant to Section 2.1 above, the WFOE shall send to the Company a written notice which shall state the information of the Target Assets to be transferred and the identity of the proposed transferee (the “Assets Purchase Notice”). 4.2 The Company and the Existing Shareholders shall, within thirty (30) days as of the date of the Assets Purchase Notice and for the purpose of handling the said Assets transfer and their transfer registration (if applicable), provide all necessary materials and documents and take all necessary action and measures, including but not limited to, convening the shareholders’ meetings or BOD meetings to pass such Assets transfer. 4.3 Except the notice set forth in Section 4.1 above, no other prerequisite or incidental conditions or procedures will be required regarding the exercise by the WFOE of the Assets Purchase Option. 4.4 The Company and the Existing Shareholders shall, as per this Agreement and the Assets Purchase Notice, carry out each of the transfer of the Target Assets, and cooperate to execute, and procure the Company and the WFOE and/or each of the Nominated Entities (as the case may be) to execute, the Assets Transfer Agreement with the format attached as Annex 2 hereto. However, in case there are different provisions for the contents or format of the Assets transfer agreement under PRC laws, the provisions of the PRC laws shall prevail. 4.5 The corresponding parties shall execute all necessary contracts, agreements and documents, obtain all necessary governmental licenses and permits, and take all necessary action, transfer the effective ownership of the Target Assets to the WFOE and/or the Nominated Entity without any limitation from encumbrance, and shall procure the WFOE and/or the Nominated Entity to be the registered owner of the Target Assets.