Common use of Sale and Purchase of Shares and Assets Clause in Contracts

Sale and Purchase of Shares and Assets. 1.1 Grant of Option Party B hereby irrevocably grant Party A or a person or persons designated by it (“Nominee”, means (a) the direct or indirect shareholder(s) of Party A and the direct or indirect subsidiary(ies) of such shareholder(s); (b) Chinese national directors in Party A, direct or indirect shareholder(s) of Party A and the direct or indirect subsidiary(ies) of such shareholders(s)), to the extent permitted by the laws of China (including all laws, regulations, rules, circulars, interpretations and regulatory documents with binding effects promulgated by legislative, administrative and judicial departments at both national or local levels before or after the execution of this Agreement, hereinafter referred to as “PRC Laws”), during the effective term of this Agreement and in accordance with the steps of exercise determined by Party A in its sole and absolute discretion, an exclusive and irrevocable option to purchase all or part of the shares held by Party B in Party C (“Purchased Shares”) at the price stipulated in Article 1.2 of this Agreement (“Exclusive Share Purchase Option”). Party C hereby agrees to the grant of the share purchase option granted to Party A by Party B. Reference to “person” in this Article and this Agreement includes any individual, corporation, joint venture, partnership, enterprise, trust or non-corporate entity. Party C hereby irrevocably grants Party A or its Nominee, to the extent permitted by the PRC Laws, during the effective term of this Agreement and in accordance with the steps of exercise determined by Party A in its sole and absolute discretion, an exclusive and irrevocable option to purchase all or part of the assets (“Purchased Assets”) of Party C (“Exclusive Asset Purchase Option”, together with the “Exclusive Share Purchase Option”, collectively referred to as “Exclusive Call Option”). The Exclusive Call Option is an exclusive right owned by Party A. Without prior written consent of Party A, Party B shall not sell, offer to sell, transfer, gift, pledge or otherwise dispose of all or part of the Purchased Shares to any other person, and shall not authorize other person to purchase all or part of the Purchased Shares; neither shall Party B sell, offer to sell, transfer, gift, pledge or otherwise dispose of all or part of the Purchased Assets to any other person, and nor shall it authorize other person to purchase all or part of the Purchased Assets;