Target Equity Interest Sample Clauses

Target Equity Interest. 1.1 在下述情况下，甲方有权要求股东向甲方或甲方指定的第三方（“被指定方”）转让股东持有的乙方的全部或部分（以甲方的具体要求为准）股权（“标的股权”），且股东应按照甲方的要求向甲方和/或被指定方转让标的股权（“股权转让选择权”），除甲方和/或被指定方外，任何其他第三方均不得享有股权转让选择权： Party A shall have the right to require the Shareholders to transfer any and all of the equity interest of Party B the Shareholders hold (the “Target Equity Interest”) to Party A and/or a third party designated by Party A (the “Designee”), in whole or in part, subject to Party A’s specific requirements (“Equity Interest Transfer Option”), and the Shareholders shall transfer the Target Equity Interest to Party A and/or its Designee, who shall have exclusive rights over the Equity Interest Transfer Option, in accordance with Party A’s requirements under the following circumstances:
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Target Equity Interest. 1.1 The Shareholder(s) agree(s) and irrevocably, unconditionally and exclusively grants the WFOE an option to require such Shareholder to transfer any and all of the equity interest of the Company held by such Shareholder (“Target Equity”) to the WFOE or a third party designated by the WFOE (“Designee”), in whole or in part, subject to the WFOE’s specific requirements (“Equity Transfer Option”) in the following circumstances: 1.1.1 The WFOE and/or the Designee are permitted to own lawfully all or part of the Target Equity under the PRC laws and regulations; or 1.1.2 Any other circumstances deemed as appropriate or necessary by the WFOE in its sole discretion. 1.2 The Company hereby agrees the Shareholder(s) to grant this option to the WFOE. 1.3 The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Equity in whole or in part without any limit at any time and from time to time. 1.4 The WFOE may designate any third party to acquire the Target Equity in whole or in part and the Shareholder(s) shall not refuse and shall transfer the Target Equity in whole or in part to such Designee as requested by the WFOE. 1.5 Prior to the transfer of the Target Equity to the WFOE or the Designee according to this Agreement, the Shareholder(s) shall not transfer any Target Equity without the WFOE’s prior written consent.
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Target Equity Interest. 1.1 Sungy Data shall have the right to require the Shareholders to transfer any and all of the equity interest of Jiubang Digital the Shareholders hold (“Target Equity”) to Sungy Data, the WFOE or a third party designated by Sungy Data (“Designee”), in whole or in part, subject to the Sungy Data’s specific requirements (“Equity Transfer Option”), and the Shareholders shall transfer the Target Equity to Sungy Data, the WOFE and/or the Designee in accordance with the Sungy Data’s requirements under the following circumstances: 1.1.1 Sungy Data, the WFOE and/or the Designee can legally own all or part of the Target Equity under the laws of China and administrative regulations; or 1.1.2 Any other circumstances deemed as appropriate or necessary by Sungy Data in its sole discretion. 1.2 Sungy Data shall have the right to exercise its purchase right in whole or in part and to acquire the Target Equity in whole or in part without any limit at any time and from time to time. 1.3 Sungy Data may designate any third party to acquire the Target Equity in whole or in part and the Shareholders shall not refuse and shall transfer the Target Equity in whole or in part to such Designee as requested by Sungy Data. 1.4 Prior to the transfer of the Target Equity to Sungy Data, the WFOE or the Designee according to this Agreement, the Shareholders shall not transfer the Target Equity without Sungy Data’s prior written consent.
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Target Equity Interest. The Transferors agree to transfer 100% of the equity interest in the Company held by the Transferors (the “Target Equity”) to the Transferee, and the Transferee agrees to purchase the Target Equity from the Transferors in accordance with the terms and conditions contemplated hereunder.
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Target Equity Interest. 1.1 Party A shall have the right to require Party B transfer of the [ %] equity interest of Party C it holds (“Target Equity Interest”), in whole or in part, subject to Party A’s specific requirements, and Party B shall transfer the Target Equity Interest to Party A or to a third party designated by Party A in accordance with Party A’s requirements under the following circumstances: (1) Party A can legally own all or part of the Target Equity Interest under the PRC Laws; or (2) Other circumstances deemed as proper or necessary by Party A. All the rights of Party A under this Agreement shall be exclusive and irrevocable. 1.2 All the Parties agree that Party A shall have the right to exercise its purchase right in whole or in part and to acquire the Target Equity Interest in whole or in part without any limit to the times of such exercising. 1.3 All the Parties agree that Party A may designate any third party to acquire the Target Equity Interest in whole or in part and Party B shall not refuse and shall transfer the Target Equity Interest in whole or in part to such third party. 1.4 Prior to the transfer of the Target Equity Interest to Party A according to this Agreement, Party B shall not transfer the Target Equity Interest without the Party A’s prior consent in writing.
Sample 1
Target Equity Interest. 在下述情况下，外商独资企业有权要求股东向外商独资企业或外商独资企业指定的第三方（“被指定方”）转让股东持有的众巢医学的全部或部分（以外商独资企业的具体要求为准）股权（“标的股权”），且股东应按照外商独资企业的要求向外商独资企业和/或被指定方转让标的股权（“股权转让选择权”），除外商独资企业和/或被指定方外，任何其他第三方均不得享有股权转让选择权： The WFOE shall have the right to require the Shareholders to transfer any and all of the equity interest of Zhongchao the Shareholders hold (the “Target Equity Interest”) to the WFOE and/or a third party designated by the WFOE (the “Designee”), in whole or in part, subject to the WFOE’s specific requirements (“Equity Interest Transfer Option”)，and the Shareholders shall transfer the Target Equity Interest to the WFOE and/or its Designee, who shall have exclusive rights over the Equity Interest Transfer Option, in accordance with the WFOE’s requirements under the following circumstances:
Sample 1
Target Equity Interest. 1.1 The Existing Shareholders agree to, and hereby irrevocably, unconditionally and exclusively grant, to the WFOE a right to require the Existing Shareholders to transfer all or part of its target equity interest in the Company (the “Target Equity Interest”, including the target equity interest acquired by the Existing Shareholders in the Company through capital increase, equity transfer or other methods after the execution of this Agreement) to the WFOE or its designated third party/parties (the “Designee(s)”), to the extent permitted by the PRC laws, under any circumstances that the WFOE deems advisable or necessary in its sole discretion (the “Equity Call Option”). 1.2 The Company hereby agrees to the grant of the Equity Call Option by the Existing Shareholders to the WFOE. 1.3 The WFOE shall have the right to exercise the Equity Call Option in whole or in part at any time and acquire all or part of the Target Equity Interest without limitation to the number of exercises. 1.4 The WFOE shall have the right to designate any third party to acquire all or part of the Target Equity Interest, which shall not be refused by the Existing Shareholders, and the Existing Shareholders shall transfer all or part of the Target Equity Interest to such Designee(s) as requested by the WFOE. 1.5 Prior to the transfer of the equity to the WFOE or the Designee(s) in accordance with this Agreement, without the prior written consent of the WFOE, the Existing Shareholders shall not transfer any Target Equity Interest.
Sample 1
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Target Equity Interest. 1.1 在下述情况下，外商独资企业有权要求股东向外商独资企业或外商独资企业指定的第三方（“被指定方”）转让股东持有的众巢医学的全部或部分（以外商独资企业的具体要求为准）股权（“标的股权”），且股东应按照外商独资企业的要求向外商独资企业和/或被指定方转让标的股权（“股权转让选择权”），除外商独资企业和/或被指定方外，任何其他第三方均不得享有股权转让选择权： The WFOE shall have the right to require the Shareholders to transfer any and all of the equity interest of Zhongchao the Shareholders hold (the “Target Equity Interest”) to the WFOE and/or a third party designated by the WFOE (the “Designee”), in whole or in part, subject to the WFOE’s specific requirements (“Equity Interest Transfer Option”)，and the Shareholders shall transfer the Target Equity Interest to the WFOE and/or its Designee, who shall have exclusive rights over the Equity Interest Transfer Option, in accordance with the WFOE’s requirements under the following circumstances: 1.1.1 中国法律和行政法规允许外商独资企业和/或其被指定方合法拥有全部或部分标的股权；或 Where the WFOE and/or its Designee can legally own all or part of the Target Equity Interest under the laws and administrative regulations of China; or 1.1.2 外商独资企业以其完全自主判断认为适宜或必要的任何其他情形。 Any other circumstances deemed as appropriate or necessary by the WFOE in its sole discretion. 1.2 外商独资企业有权随时行使其全部或部分股权购买选择权，取得全部或部分标的股权，且行权次数不限。 The WFOE shall have the right to exercise its purchase right of equity in whole or in part and to acquire the Target Equity Interest in whole or in part without any limit at any time and from time to time. 1.3 外商独资企业有权指定任何第三方取得全部或部分标的股权，股东不得拒绝，并应按照外商独资企业的要求向该等被指定方转让全部或部分标的股权。 The WFOE may designate any third party to acquire the Target Equity Interest in whole or in part and the Shareholders shall not refuse and shall transfer the Target Equity Interest in whole or in part to such Designee as requested by the WFOE. 1.4 按本协议向外商独资企业或其被指定方转让标的股权以前，未经外商独资企业事先书面同意，股东不得向任何第三方转让标的股权或其任何部分。 Prior to the transfer of the Target Equity Interest to the WFOE or its Designee according to this Agreement, the Shareholders shall not transfer the Target Equity Interest or any portion thereof to any third party without the WFOE’s prior written consent.
Sample 1
Target Equity Interest. (1) The Transferors are the sole owner of the target equity interest, and such equity interest represents 100% of the registered capital of Shanghai Magma. (2) Holding of the target equity interest by the Transferors does not contravene with any legislation, statute or any other regulations. (3) The target equity interest is free from any pledge, guarantee, lien or other security or any other restriction affecting the target equity; and there exists no agreement or undertaking providing above restrictions, nor is there any one who has claimed that he/she has the right to exercise any right in relation to above restrictions.
Sample 1

Related to Target Equity Interest

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Equity Interests and Subsidiaries (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

  • Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be XXX 00. If PRC law requires a minimum price higher than the Base Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”).

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Pledged Equity Interests; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

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