Transfer of Equity Interests Sample Clauses

Transfer of Equity Interests. Vendor hereby agrees to sell to Purchaser all right, title, and interest in and to all of the Equity Interests held by Vendor, free and clear of all encumbrances.

Transfer of Equity Interests. (a) Except with the unanimous consent of the other shareholders, the JVC Shareholders shall not (and shall cause their actual controllers not to) directly or indirectly transfer their equity interests in the JVC and shall not encumber their interests in the JVC in any manners whatsoever (including but not limited to the right to make contributions and receive distributions), and such prohibited manners include, without limitation, pledges, swaps of interests, assignments of income rights and other manners. The foregoing prohibition shall not apply to the transfer of all or part of the equity interests in the JVC by any of the JVC Shareholders to its respective affiliates after a written notice is delivered to the other parties. (b) Subject to Article 16 (a), with respect to the procedure for the transfer of equity interests between the JVC Shareholders, the Parties agree that if any of JVC Shareholders (the “Transferring Party”) who intends to transfer its equity interests in the JVC applies to transfer all or part of its equity interests in the JVC, such Transferring Party shall, within three (3) business days from the date of the transfer decision, deliver to Party D a share transfer notice (“Preemptive Share Transfer Notice”) setting out the amount, price and other conditions of the Registered Capital to be transferred. Within twenty (20) days (“Party D’s Assumption Period”) after Party D receives the Preemptive Share Transfer Notice, Party D shall reply in writing to such Transferring Party to confirm whether to purchase such Registered Capital to be transferred. If Party D fails to respond in writing to such Transferring Party within Party D’s Assumption Period, Party D shall be deemed to have waived the exercise of its preemptive right. (c) If Party D fails to purchase or to fully purchase the Registered Capital proposed to be transferred, such Transferring Party shall deliver to the other JVC Shareholders within three (3) business days after the expiration of Party D’s Assumption Period a share transfer notice (the “Share Transfer Notice”) setting forth the amount, price and other conditions of Registered Capital proposed to be transferred but not purchased by Party D. The other JVC Shareholders have the right to purchase the portion of the Registered Capital proposed to be transferred on a prioritized basis in proportion to their paid up contributions to the JVC. For the avoidance of doubt, the proportion of paid up contribution, as far as any of t...

Transfer of Equity Interests. No holder of stock or other equity interest of Seller has at any time transferred any of such instruments to any employee or professional independent contractor of Seller, which transfer constituted or could be viewed as compensation for services rendered to Seller by said employee or professional independent contractor.

Transfer of Equity Interests. Reference is hereby made to the Properties listed on Exhibit 4 hereto (the "Equity Interest Properties"). Notwithstanding anything to the contrary contained herein, on the Closing Date there shall be transferred, assigned and conveyed to Purchaser, in lieu of fee simple title to the Equity Interest Properties, all of the beneficial ownership interests in the partnership or limited liability company that owns each of the Equity Interest Properties (collectively, the "Interests") on the following terms and otherwise on the terms and conditions contained elsewhere in the Agreement. Seller agrees to cause any of its affiliates or subsidiaries that own Interests to transfer, assign and convey to Purchaser all such Interests on the terms and conditions contained in this Agreement. The Interests shall be transferred free and clear of any pledge, security interest or lien encumbering the Interests (as opposed to the Equity Interest Properties) in whole or in part.

Transfer of Equity Interests. Upon exercise of the Option by Party A, Party B will within ten (10) business days upon receipt of the exercise notice provided under Section 2.4: 2.5.1 Cause prompt convention of a shareholders meeting by Party C, upon which meeting a resolution shall be adopted approving the granting Party to transfer Equity Interests to Party A and/or any third party nominated by Party A; 2.5.2 Enter into a transfer agreement with Party A (or a third party nominated by Party A, if applicable) in the form attached in Schedule I; and 2.5.3 Each sign any other contracts, agreements or documents, obtain any other government approvals and consents, and take any other actions necessary to transfer without any security interest the ownership of the Equity Interests purchased under this Agreement to Party A and/or any third party nominated by Party A, and to cause Party A and/or any third party nominated by Party A as the duly registered holder of such Equity Interests. Each of Party B will also provide to Party A or any third party nominated by Party A the most recent business license, articles of association, approval certificate (if applicable) and any other relevant documents issued by or filed with the competent Chinese authorities, which documents shall reflect the change of the shareholding structure, board composition and legal representative of Party C.

Transfer of Equity Interests. On and subject to the terms and conditions of this Agreement, in exchange for the issuance of the Promissory Note by Transferee for the benefit of Transferor, (i) Transferor hereby assigns, conveys, sells, transfers and delivers to Transferee, all rights, title and interest in and to the Equity Interests, free and clear of any Encumbrances and (ii) Transferee hereby accepts the Equity Interests from Transferor, free and clear of any Encumbrances.

Transfer of Equity Interests. 1.1 Once Party B violates any authorization, undertaking or agreement of the Powers of Attorney or the Letter of Undertaking, Party A shall be entitled to require Party B to transfer his entire equity interests in Party C (“Underlying Equity”) to Party A or its designated third party (“Equity Transferee”, the specific equity transferee shall be chosen at the discretion of Party A under the then effective PRC laws and policies). 1.2 Once Party A holds that Party B violates any authorization, undertaking or agreement of the Powers of Attorney or the Letter of Undertaking, Party A shall be entitled to require Party B to unconditionally sign the equity transfer agreement provided by Party A and transfer the Underlying Equity to Equity Transferee within fourteen (14) workdays from the date of receiving the written notification of Party A. The specific terms and content of such equity transfer agreement shall be drafted by Party A but its content shall not violate the then effective mandatory provisions of the PRC laws. 1.3 Party B and Party C shall prepare all applicable materials relating to the transfer of the Underlying Equity, including but not limited to obtaining any necessary approvals and consent from any relevant parties or competent authorities, and complete the transfer of the Underlying Equity (Party C completes its change of business registration in respect of matters relating to the transfer of the Underlying Equity and the Underlying Equity is registered in the name of the Equity Transferee) strictly in accordance with the time informed by Party A. In the process of the transfer of the Underlying Equity, where the Equity Transferee is required to sign or give necessary assistance to provide relevant materials, Party A shall procure the Equity Transferee to provide necessary assistance accordingly.

Transfer of Equity Interests. If one Party wishes to transfer all or part of its Percentage Interest in the Joint Venture to any third party, it shall obtain the written consent of (including waiver of preemptive rights by) the other Parties, and the transfer shall be presented to the Examination and Approval Authority for approval.

Transfer of Equity Interests. Subject to the terms and conditions set forth herein, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver the Equity Interests to Buyer, and Buyer shall purchase, acquire and accept the Equity Interests from Sellers. Notwithstanding the foregoing, Sellers shall retain ownership of the Sellers Retained Assets.

Transfer of Equity Interests. (a) Within 36 months after the effective date of the Share Transfer Agreement, for any ownership portion of the Company offered for sale by ICCDI or THVOW, SESHK has the priority to purchase such additional ownership in the Company based on the price at the Company’s restructuring (Price: RMB 446,000 for every 1% of the ownership interests) subject to the limit that the total ownership percentages in the Company held by SESHK shall not exceed 50%. TSEC JV Contract amended in August 18, 2017 10 (b) Either Party shall not transfer, sell, or dispose, in whole or in part, its Equity Interests to any third party without agreement in writing by the other Parties.