Transfer of Equity Interest. Upon each exercise of the Option under this Agreement:
1.4.1 The Transferor shall hold or cause to be held a meeting of shareholders of Party A in order to adopt such resolutions as necessary in order to approve the transfer of the relevant Equity Interest (Such Equity Interest hereinafter the “Purchased Equity Interest ”) to Party B and/or the Designee;
1.4.2 The relevant Parties shall enter into an Equity Interest Purchase Agreement, in a form reasonably acceptable to Party B, setting forth the terms and conditions for the sale and transfer of the Purchased Equity Interest;
1.4.3 The relevant Parties shall execute, without any security interest, all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, transfer the valid ownership of the Purchased Equity Interest to Party B and/or the Designee, and cause Party B and/or the Designee to be the registered owner of the Purchased Equity Interest. As used herein, ”security interest” means any mortgage, pledge ,right or interest of the third party, purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; provided, however, such term shall not include any security interest created under that certain Equity Pledge Agreement dated as of February 16, 2016 by and among the Parties (the “Pledge Agreement”).
Transfer of Equity Interest. The Transferor shall, within five (5) business days after the Transferee sends the Exercise Notice, and pursuant to the instructions in such Exercise Notice, transfer the title of the equity interest to the Transferee or Designated Person. The Transferor shall procure the Transferee or Designated Person to be the only registered owner of such equity interest, without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests to the Transferee or Designated Person through below procedures:
(a) As the shareholder of the Domestic Company, the Transferor shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Transferor’s equity interest to the Transferee or Designated Person. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person.
(b) As the shareholder of the Domestic Company, the Transferor shall execute an Equity Transfer Agreement (the “ Equity Transfer Agreement ”) on the same day of the execution of this Agreement. The Equity Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person.
(c) As the shareholder of the Domestic Company, the Transferor shall execute a Power of Attorney (the “ Power of Attorney ”) on the same day of the execution of this Agreement, to authorize the Transferee (including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution and Equity Transfer Agreement, and let the Transferee keep such document.
(d) The Parties shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transf...
Transfer of Equity Interest. Upon each exercise of the Option under this Agreement: 股权的转让。在本协议范围内每次行使该选择权时：
1.4.1 The Transferors shall hold or cause to be held a meeting of shareholders of Party B in order to adopt such resolutions as necessary in order to approve the transfer of the relevant Equity Interest (such Equity Interest hereinafter the “Purchased Equity Interest”) to Party A and/or the Designee; 转让方应召开或促使召开乙方股东会议，批准转让相应股权给甲方或被指定人的决议（该股权以下称“已购股权”）。
1.4.2 The relevant Parties shall enter into an Equity Interest Purchase Agreement in a form reasonably acceptable to Party A, setting forth the terms and conditions for the sale and transfer of the Purchased Equity Interest; 相关各方应在甲方可接受的合理形式下签订《股权购买协议》，约定买卖已购股权的各个条款和条件;
1.4.3 The relevant Parties shall execute, without any security interest, all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designee, and cause Party A and/or the Designee to be the registered owner of the Purchased Equity Interest. As used herein, “security interest” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, such term shall not include any security interest created under that certain Equity Pledge Agreement dated as of December 15, 2009, by and among the Parties (the “Pledge Agreement”). 相关各方应在没有任何担保权益的情况下履行其余全部必备的合同、协议或者文件，获得所有政府批准和同意，采取所有必要行动，向甲方或甲方指定的人员出让已购股权的有效所有权，促成甲方或被指定人成为已购股权的登记拥有者。在该条款中，“担保权益”指的是抵押、质押、第三方的权利或利益，任何购买股权的权利，收购权，优先取舍权，抵销权，所有权保留或者其他担保安排，但是，不包括任何在2009年12月15日签订的《股权质押协议》（“质押协议”）下所产生的担保权益。
Transfer of Equity Interest. Cause, make, suffer, permit or consent to any creation, sale, assignment or transfer of any Equity Interest in the Borrower.
Transfer of Equity Interest. (a) Neither Party A nor Party B shall sell, give, assign, transfer or otherwise dispose of any Equity Interest or any right, title or interest therein or thereto (each, a “Transfer”) to any third party (a “Transferee”) without the prior written consent of the other Party, except as expressly permitted by this Section 6.6. Any purported Transfer in violation of this Section 6.6 shall be null and void ab initio, and the Company and the Parties shall not register or recognize any such Transfer.
(b) Except as otherwise provided in Sections 6.6(g), 9.4 or 16.3 of this Contract, neither Party shall Transfer any Equity Interest to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary of the Establishment Date.
(c) During the JV Term, neither Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the Company.
(d) Notwithstanding any other provisions of this Contract, no Transfer may be made unless (i) the Transferee has agreed in writing to, be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to the extent that the Parties and the Transferee agree to such amendments; and (ii) the Transfer complies in all respects with the other applicable provisions of this Contract, the Articles of Association and other relevant documents designated by the non-Transferring Party, including any Relevant Contract to which the Transferring Party or its Affiliate is a party.
(e) Subject to the restrictions set forth in Sections 6.6(b) and (c), if a Party wishes to Transfer all or any portion of its Equity Interest to a Transferee, such Party (the “Transferring Party”) shall provide a written notice (the “Transfer Notice”) to the other Party stating its wish to make such Transfer, the interest it wishes to Transfer, the price of such interest (which shall be in cash only, and may not be in kind) and the identity of the proposed Transferee. The other Party shall have the right of first refusal to purchase such Equity Interest on terms no less favorable than those offered to or by such Transferee. Within thirty (30) days of receipt of the Transfer Notice from the Transferring Party, the other Party shall deliver its response stating whether it chooses to exercise its right to purchase t...
Transfer of Equity Interest. The Seller hereby agrees to sell all the rights, title and interests in the Equity Interest held by the Seller without any encumbrances.
Transfer of Equity Interest. Upon each exercise of Option by Party A, the Grantors shall, within ten (10) business days after receipt of the exercise notice sent by Party A as set out in Clause 2.4 hereof:
(1) cause Party C to timely convene a shareholders’ meeting, at which a resolution shall be adopted to approve the transfer of the equity interests by the Grantors to Party A and/or its designated third party;
(2) execute an equity transfer agreement with Party A (or, if applicable, a third party designated by Party A) on substantially the same terms as those of the Equity Transfer Agreement attached hereto as Exhibit A;
(3) respectively sign a waiver to waive their respective preemptive right in respect of the Equity Interests so purchased by Party A;
(4) execute all such contracts, agreements or documents, obtain all such governmental approvals and consents, and take all such actions, that are necessary to (i) transfer to Party A and/or its designated third party the effective ownership of the equity interest to be purchased by Party A free of any security interest, (ii) assure Party A and/or its designated third party become the registered owner as registered with competent industrial and commercial authority, and (iii) deliver to Party A or its designated third party the latest business license, articles of association, certificate of approval (if applicable) and other relevant documents which may be issued by or filed with relevant PRC authorities and reflect any change in the shareholding structure, directors or legal representative of Party C.
Transfer of Equity Interest. 2.1 Should Newegg request that the Shareholder(s) transfer any part or all of the Equity Interest, the Shareholder(s) shall transfer to Newegg and/or its designee(s) any part or all of the Equity Interest as instructed by Newegg and according to the terms and conditions set forth in this Agreement.
Transfer of Equity Interest. 1.1 Granting of Rights Party B hereby irrevocably grants Party A or one or more persons designated by Party A (each, a “Designated Person”) an irrevocable and exclusive right to purchase (the “Call Option”) from Party B the whole or a part of the equity interest in Party C held by Party B (the “Target Equity”) exercisable by Party A at its own option and at the price set forth in Article 1.3 herein pursuant to any applicable PRC laws. Unless the prior written consent of Party A and its Designated Person has been obtained, Party B shall not sell, transfer or dispose of the Target Equity in any way to any other person. Party C hereby agrees to Party B’s granting to Party A the Call Option. The reference to “person” in this Section and this Agreement are to a natural person, legal person or non-legal person entity.
Transfer of Equity Interest. Party B and Party C hereby waive any and all preemptive rights that they may have with respect to each transfer of, or subscription for, any of the Equity Interest pursuant to this Deed.
