Common use of Sales and Purchase of Equity Interest and Assets Clause in Contracts

Sales and Purchase of Equity Interest and Assets. 1.1 Option Granted Party B hereby irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Interest Option”) to at any time purchase or designate an individual or individuals (the “Designee”, who should be (a) direct or indirect shareholders of Party A and direct or indirect subsidiaries of such shareholders; (b) the PRC citizens among the directors of Party A, direct or indirect shareholders of Party A and direct or indirect subsidiaries of such shareholders) to purchase from Party B in whole or in part the equity interest in Party C held by Party B (the “Optioned Interest”) in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws (including any laws, regulations, rules, notices, explanations or other binding documents promulgated by any central or local legislative, administrative or judicial authorities before or after the execution of this Agreement, the “PRC Laws”). Party C hereby agrees to the grant by Party B of the Equity Interest Option to Party A. The term “person” as used herein shall refer to individuals, corporations, joint ventures, partnerships, enterprises, trusts or non-corporate organizations. Party C hereby irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Asset Option”, together with the “Exclusive Interest Option”, the “Exclusive Option”) for Party A or its designee to at any time purchase from Party C in whole or in part the assets (the “Optioned Assets”) of Party C in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws. The Exclusive Option is exclusive for Party A. Without prior written consent of Party A, Party B shall not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of the Optioned Interest in any other manner, and shall not authorize others to purchase in whole or in part the Optioned Interest; Party C shall also not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of in any other manner the Optioned Assets, and shall not authorize others to purchase in whole or in part the Optioned Assets.

Appears in 4 contracts

Samples: Exclusive Option Agreement (Pinduoduo Inc.), Exclusive Option Agreement (Pinduoduo Inc.), Exclusive Option Agreement (Walnut Street Group Holding LTD)

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Sales and Purchase of Equity Interest and Assets. 1.1 Option Granted Granting of rights Party B hereby severally and jointly agrees to irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Interest Option”) to at any time purchase or designate an individual or individuals (the “Designee”, who should be (a) direct or indirect shareholders of Party A and direct or indirect subsidiaries of such shareholders; (b) the PRC citizens among the directors of unconditionally grant Party A, direct or indirect shareholders of Party A and direct or indirect subsidiaries of such shareholders) to purchase from Party B in whole or in part the equity interest in Party C held by Party B (the “Optioned Interest”) in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws (including any laws, regulations, rules, notices, explanations interpretations or other binding documents promulgated issued by any central or local legislative, administrative or judicial authorities authority before or after the execution of this Agreement (hereinafter referred to as the “Laws of the PRC”), an irrevocably and exclusive option (hereinafter referred to as the “Equity Interest Purchase Option”) to purchase or designate a person (hereinafter referred to as the “Designee”, including Party A’s overseas parent company or the subsidiaries under its direct or indirect control) to purchase all or part of the equity interest in Party C then held by Party B once or at multiple times at any time during the term of this Agreement in accordance with the exercise steps determined by Party A at its sole discretion and at the price mentioned in Article 1.3 of this Agreement. No person other than Party A and the Designee shall be entitled to the Equity Interest Purchase Option or any other rights in relation to the Equity Interest in Party C. Party C hereby consents to the granting of the Equity Interest Purchase Option by Party B to Party A. Party C hereby irrevocably and unconditionally grants Party A an irrevocable and exclusive option (hereinafter referred to as the “Asset Purchase Option”, and together with the Equity Interest Purchase Option, the “PRC LawsPurchase Option)) to purchase or cause the Designee to purchase from Party C all or part of the assets held by Party C once or at multiple times at any time during the term of this Agreement in accordance with the exercise steps determined by Party A in its sole discretion and at the price described in Article 1.3 hereof, to the extent permitted under the Laws of the PRC. No third party other than Party A and the Designee shall be entitled to the Purchase Option or other rights in relation to the equity interest of Party C held by Party B and Party C’s assets. Party C hereby agrees consents to the grant granting of the Purchase Option by Party B of the Equity Interest Option to Party A. The term “person” as used herein shall refer refers to individualsan individual, corporationscorporation, joint venturesventure, partnershipspartnership, enterprisesbusiness, trusts trust or non-corporate organizations. Party C hereby irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Asset Option”, together with the “Exclusive Interest Option”, the “Exclusive Option”) for Party A or its designee to at any time purchase from Party C in whole or in part the assets (the “Optioned Assets”) of Party C in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws. The Exclusive Option is exclusive for Party A. Without prior written consent of Party A, Party B shall not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of the Optioned Interest in any other manner, and shall not authorize others to purchase in whole or in part the Optioned Interest; Party C shall also not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of in any other manner the Optioned Assets, and shall not authorize others to purchase in whole or in part the Optioned Assetsunincorporated organization.

Appears in 1 contract

Samples: Exclusive Option Agreement (Kanzhun LTD)

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Sales and Purchase of Equity Interest and Assets. 1.1 Option Granted Party B hereby irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Interest Option”) to at any time purchase or designate an individual or individuals (the “Designee”, who should be (a) direct or indirect shareholders of Party A and direct or indirect ​ ​ subsidiaries of such shareholders; (b) the PRC citizens among the directors of Party A, direct or indirect shareholders of Party A and direct or indirect subsidiaries of such shareholders) to purchase from Party B in whole or in part the equity interest in Party C held by Party B (the “Optioned Interest”) in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws (including any laws, regulations, rules, notices, explanations or other binding documents promulgated by any central or local legislative, administrative or judicial authorities before or after the execution of this Agreement, the “PRC Laws”). Party C hereby agrees to the grant by Party B of the Equity Interest Option to Party A. The term “person” as used herein shall refer to individuals, corporations, joint ventures, partnerships, enterprises, trusts or non-corporate organizations. Party C hereby irrevocably grants Party A an irrevocable exclusive right (the “Exclusive Asset Option”, together with the “Exclusive Interest Option”, the “Exclusive Option”) for Party A or its designee to at any time purchase from Party C in whole or in part the assets (the “Optioned Assets”) of Party C in steps at absolute discretion of Party A, in accordance with the price prescribed by Section 1.3 of this Agreement, during the term of this Agreement and to the extent permitted by PRC Laws. The Exclusive Option is exclusive for Party A. Without prior written consent of Party A, Party B shall not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of the Optioned Interest in any other manner, and shall not authorize others to purchase in whole or in part the Optioned Interest; Party C shall also not in whole or in part sell, offer to sell, transfer, gift, pledge or dispose of in any other manner the Optioned Assets, and shall not authorize others to purchase in whole or in part the Optioned Assets.. ​

Appears in 1 contract

Samples: Exclusive Option Agreement (Pinduoduo Inc.)

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