Target Assets. 2.1 The Company hereby agrees, and hereby grants irrevocably and without any additional conditions, the WFOE an option to require, under any of the following circumstances, the Company to transfer to the WFOE or the Nominated Entity part or all (subject to the WFOE’s specific requirements) of the equity of the Company held by the Company (the “Target Assets”) (the “Assets Purchase Option”):
2.1.1 the WFOE and/or the Nominated Entity is permitted to lawfully own all or part of the Target Assets subject to PRC laws and administrative regulations.
2.1.2 Subject to permission by PRC laws and regulations, any other circumstances as the WFOE deems, at its sole discretion, to be appropriate or necessary.
2.2 The Existing Shareholders hereby agrees the Company to grant to the WFOE the Assets Purchase Option.
2.3 The WFOE shall have the right to exercise at any time all or part of its Assets Purchase Option to obtain all or part of the Target Assets, without any limitation on how many times the option will be exercised.
2.4 The WFOE shall have the right to nominate any third entity to obtain part or all of the Target Assets, which shall not be refused by the Company or Existing Shareholders who shall transfer to the Nominated Entity part or all of the Target Assets as required by the WFOE.
2.5 Prior to transfer of the Target Assets to the WFOE or the Nominated Entity subject to this Agreement, and without the WFOE’s prior written consent, neither the Company nor the Existing Shareholders shall transfer the Target Assets, or pledge, hypothecate or otherwise encumber any of the Target Assets.
Target Assets. 2.1 The Company hereby agrees and irrevocably, unconditionally and exclusively grants the WFOE an option to require the Company to transfer any and all of the assets of the Company (“Target Assets”) to the WFOE or the Designee, in whole or in part, subject to the WFOE’s specific requirements (“Assets Transfer Option”), in the following circumstances:
2.1.1 The WFOE and/or the Designee are permitted to own lawfully all or part of the Target Assets under the PRC laws and regulations; or
2.1.2 Any other circumstances deemed as appropriate or necessary by the WFOE in its sole discretion.
2.2 The Shareholder(s) hereby agree(s) the Company to grant this option.
2.3 The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Assets in whole or in part without any limit at any time and from time to time.
2.4 The WFOE may designate any third party to acquire the Target Equity in whole or in part and the Company and the Shareholder(s) shall not refuse and shall transfer the Target Assets in whole or in part to such Designee as requested by the WFOE.
2.5 Prior to the transfer of the Target Assets to the WFOE or the Designee according to this Agreement, the Company and the Shareholder(s) shall not transfer the Target Assets without the WFOE’s prior written consent.
Target Assets. 1.1 The sellers shall sell all of the assets listed in Annex 3 hereto (“Target Assets”) to the buyer in accordance with the terms and conditions of this Agreement;
1.2 The buyer and the sellers will determine the final list of target assets by way of stock-taking.
Target Assets. 1.1 The Seller shall, subject to the terms and conditions herein, sell to the Purchaser the Target Assets set forth in Appendix 2, i.e., the equity interests in the Target Companies owned by the Seller, the specific scope of which shall be subject to the scope of Appraised Asset as set forth in the corresponding Valuation Report.
Target Assets. 2.1 Sungy Data shall have the right to require Zhiteng Computer and its subsidiaries to transfer any and all of the assets of Zhiteng Computer and its subsidiaries (“Target Assets”) to the WFOE or a third party designated by Sungy Data (“Designee”), in whole or in part, subject to the Sungy Data’s specific requirements (“Assets Transfer Option”), and Zhiteng Computer shall (and shall urge its subsidiaries ) transfer the Target Assets to the WOFE and/or the Designee in accordance with the Sungy Data’s requirements under the following circumstances:
2.1.1 The WFOE and/or the Designee can legally own all or part of the Target Assets under the laws of China and administrative regulations; or
2.1.2 Any other circumstances deemed as appropriate or necessary by Sungy Data in its sole discretion.
2.2 The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Assets in whole or in part without any limit at any time and from time to time.
2.3 Sungy Data may designate any third party to acquire the Target Equity in whole or in part and Zhiteng Computer shall not (and shall urge its subsidiaries not) refuse and shall transfer the Target Assets in whole or in part to such Designee as requested by Sungy Data.
2.4 Prior to the transfer of the Target Assets to the WFOE or the Designee according to this Agreement, Zhiteng Computer shall not (and shall urge its subsidiaries not) transfer the Target Assets without Sungy Data’s prior written consent.
Target Assets. The basic information of the Target Assets and the capitalization structure of the Target Company are as set forth in Exhibit 1 hereto.
Target Assets. Multifamily, office, mixed use office (i.e., properties that are primarily office, including commercial office properties with a retail, parking, self-storage or other component), retail, industrial, healthcare and lodging properties, as well as preferred equity or debt instruments secured by mortgages on these types of properties, B pieces or mezzanine loans secured by pledges of equity interests in entities that own these types of properties or other forms of subordinate debt in connection with these types of properties.
Target Assets. The target assets refer to the 19,500,000 shares of Opera held by Party B, namely 8.47% of Opera’s outstanding shares.
Target Assets. To the knowledge of the Company after due inquiry, the statements relating to the Target Assets included in each of the Time of Sale Information and the Offering Memorandum under the captions “Summary—Recent developments,” “The offering” and “Risk factors” in each case are accurate in all material respects and fairly summarize the Target Assets and the Acquisition.
Target Assets. The Target Assets refer to all the targets of Transfer as contemplated hereunder, which mainly comprise 208 units of service stations, 25 oil tanks and other businesses and assets associated with sales of refined oil as owned by 23 enterprises under CNPC. The Target Assets cover the equity interests in the following 8 companies whose principal businesses are refining and marketing refined businesses, namely, 75% interest in Shanghai Zhongyou Taihe Service Station Company Limited, 15.67% interest in Zhongyou Beijing Sales Company Limited, 100% interest in Dalian Economic and Technology Development Zone LPG and Petroleum General Company, 49% interest in Shanghai Zhongyou Oil and Gas Enterprise Company Limited, 35.64% interest in Shanghai Oil and Gas Bailianjing Service Station Company Limited, 100% interest in Hebei Zhongyou Sales Company Limited, 100% interest in Beijing Huayou Petroleum Company Limited and 100% interest in 100% interest in Tianjin Huabei New Petroleum Technologies Development Enterprise General Company. The Target Assets comprise the following two portions:
2.1 The associated non-equity assets as set out in Exhibit 1 hereto. The Transferor agrees to transfer to the Transferee, and the Transferee agrees to take delivery from the Transferor, the above associated non-equity assets in accordance with the terms and conditions hereunder.
2.2 The associated equity as set out in Exhibit 2 hereto. The Transferor agrees to transfer to the Transferee, and the Transferee agrees to take delivery from the Transferor, the above associated equity in accordance with the terms and conditions hereunder.
