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Common use of Target Equity Clause in Contracts

Target Equity. 1.1 The Existing Shareholders agree, and hereby grant irrevocably and without any additional conditions, the WFOE an option to require, under any of the following circumstances, the Existing Shareholders to transfer to the WFOE or a third entity nominated by the WFOE (the “Nominated Entity”) part or all (subject to the WFOE’s specific requirements) of the equity of the Company held by the Existing Shareholders (the “Target Equity”) (the “Equity Purchase Option”): 1.1.1 the WFOE and/or the Nominated Entity is permitted to lawfully own all or part of the Target Equity subject to PRC laws and administrative regulations. 1.1.2 Subject to permission by PRC laws and regulations, any other circumstances as the WFOE deems, at its sole discretion, to be appropriate or necessary. 1.2 The Company hereby agrees the Existing Shareholders to grant to the WFOE the Equity Purchase Option. 1.3 The WFOE shall have the right to exercise at any time all or part of its Equity Purchase Option to obtain all or part of the Target Equity, without any limitation on how many times the option will be exercised. 1.4 The WFOE shall have the right to nominate any third entity to obtain part or all of the Target Equity, which shall not be refused by the Existing Shareholders who shall transfer to the Nominated Entity part or all of the Target Equity as required by the WFOE. 1.5 Prior to transfer of the Target Equity to the WFOE or the Nominated Entity subject to this Agreement, and without the WFOE’s prior written consent, the Existing Shareholders shall not transfer the Target Equity, or pledge, hypothecate or otherwise encumber any of the Target Equity except as set forth in the Equity Interest Pledge Agreement (defined in Section 3.5) separately entered into by and among the Parties.

Appears in 6 contracts

Samples: Exclusive Call Option Agreement (17 Education & Technology Group Inc.), Exclusive Call Option Agreement (17 Education & Technology Group Inc.), Exclusive Call Option Agreement (17 Education & Technology Group Inc.)