Common use of Transfer of Equity Interests Clause in Contracts

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 the JVC Shareholders is concerned, shall be the percentage of such amount of the shareholder’s contribution to the actual total investment amount of the JVC that is included in the JVC’s Registered Capital to the total Registered Capital of the JVC. The other JVC Shareholders shall, within twenty (20) days after receiving the Share Transfer Notice (the “JVC Shareholders’ Assumption Period”), respond in writing to the Transferring Party to confirm whether to purchase such Registered Capital proposed to be transferred. If the JVC Shareholders fail to respond in writing to the Transferring Party within the JVC Shareholders’ Assumption Period, the JVC Shareholders shall be deemed to have waived their preemptive right. (d) If Party D and the JVC Shareholders fail to exercise or to fully exercise or waive their preemptive right, then the Transferring Party may, within ninety (90) days upon the Share Transfer Notice, enter into a corresponding share transfer contract with a third party for the remaining portion of the Registered Capital proposed to be transferred, provided that such share transfer contract shall not provide terms and conditions (including, but not limited to, price, payment schedule and shareholders’ rights) more favorable than those offered to buyers with the preemptive right. If the Transferring Party fails to execute the corresponding share transfer contract with the third party for the remaining portion of the Registered Capital proposed to be transferred within ninety (90) days after the Share Transfer Notice is given, the Transferring Party shall complete the foregoing procedure again before it may execute the share transfer contract with a third party (the “Proposed Transferee”). (e) The Transferring Party shall ensure that the Proposed Transferee should submit to the other shareholders upon completion of the share transfer: (i) a transfer contract and a letter of undertaking under which it agrees to be bound by, and comply with, this Agreement and assume the entire obligations of the Transferring Party under this Agreement, and (ii) such other documents, certificates, opinions, proofs or information as the other shareholders may deem appropriate to require. The Transferring Party shall ensure that the Proposed Transferee is eligible to be a party to this Agreement and a shareholder of the JVC, that its contribution is in compliance with the applicable laws, and that such transfer of equity will not cause the JVC to violate the provisions of the Foreign Investment Law of PRC or other relevant laws or subject the operating activities of the JVC to additional restrictions as a result of the transfer.

Transfer of Equity Interests. (a) Except with Unless otherwise provided herein, neither Party may offer to transfer or transfer all or any part of its interest in the unanimous Registered Capital of the Company to a third party without the prior written consent of the other shareholdersParty. Subject to the foregoing, 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 event of interests, assignments of income rights and other manners. The foregoing prohibition shall not apply to the a proposed transfer by a Party of all or any part of the equity interests its interest in the JVC by any Registered Capital of the JVC Shareholders Company to its respective affiliates after a written notice is delivered to third party, the other partiesParty shall have a right of pre-emption to acquire such interest subject of the proposed transfer on terms and conditions no less favorable than those offered to or by the third party transferee. (b) Subject to Notwithstanding Article 16 (a12(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 each Party (the “Transferring Party”) who intends to may transfer its equity interests interest in the JVC applies Registered Capital, in whole or in part and at any time, to transfer any of its Affiliates, provided that such Affiliate is capable of performing the Transferring Party’s obligations under the JV Contract and shall enter into an agreement in writing with the other Party agreeing to be bound by all terms and conditions thereof. The Transferring Party shall give prior written notice to the Board and to the other Party of the assignment, specifying the name, legal address and legal representative of the Affiliate. Such Affiliate shall agree in writing to be bound by all terms and conditions thereof. (c) Each Party undertakes to ensure that any such Affiliate to which it assigns all or part of its equity interests in shall immediately, upon such Affiliate ceasing to be an Affiliate of such Party, transfer all of its equity interests which such Affiliate then holds to the JVC, such Transferring Party shall, within three (3) business days from the date or to another 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 DParty’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 the JVC Shareholders is concerned, shall be the percentage of such amount of the shareholder’s contribution to the actual total investment amount of the JVC that is included in the JVC’s Registered Capital to the total Registered Capital of the JVC. The other JVC Shareholders shall, within twenty (20) days after receiving the Share Transfer Notice (the “JVC Shareholders’ Assumption Period”Affiliates), respond in writing to the Transferring Party to confirm whether to purchase such Registered Capital proposed to be transferred. If the JVC Shareholders fail to respond in writing to the Transferring Party within the JVC Shareholders’ Assumption Period, the JVC Shareholders shall be deemed to have waived their preemptive right. (d) If Party D and the JVC Shareholders fail to exercise or to fully exercise or waive their preemptive right, then the Transferring Party may, within ninety (90) days upon the Share Transfer Notice, enter into In case of a corresponding share transfer contract with a third party for the remaining portion of the Registered Capital proposed to be transferred, provided that such share transfer contract shall not provide terms and conditions (including, but not limited to, price, payment schedule and shareholders’ rights) more favorable than those offered to buyers with the preemptive right. If the Transferring Party fails to execute the corresponding share transfer contract with the third party for the remaining portion of the Registered Capital proposed to be transferred within ninety (90) days after the Share Transfer Notice is given, the Transferring Party shall complete the foregoing procedure again before it may execute the share transfer contract with a third party (the “Proposed Transferee”). (e) The Transferring Party shall ensure that the Proposed Transferee should submit to the other shareholders upon completion of the share transfer: (i) a transfer contract and a letter of undertaking under which it agrees to be bound by, and comply with, this Agreement and assume the entire obligations of the Transferring Party under this Agreement, and (ii) such other documents, certificates, opinions, proofs or information as the other shareholders may deem appropriate to require. The Transferring Party shall ensure that the Proposed Transferee is eligible to be a party to this Agreement and a shareholder of the JVC, that its contribution is in compliance with the applicable laws, and that such transfer of equity will not interests which is agreed between the Parties or otherwise permitted under these Articles of Association (including any transfer of equity interests pursuant to this Article 12 or Article 47) or the JV Contract, the Parties shall, and shall procure that the Company shall, cooperate to sign all documents (including amendments to the JV Contract and these Articles of Association to reflect such transfer) and take all other steps necessary to obtain governmental approvals and registrations to cause such transfer to be completed as soon as reasonably practicable and in any event within such timeframe as required under these Articles of Association and the JVC to violate the provisions of the Foreign Investment Law of PRC or other relevant laws or subject the operating activities of the JVC to additional restrictions as a result of the transferJV Contract.

Transfer of Equity Interests. (a) Except with 19.1 Unless otherwise provided herein, neither Party may offer to transfer or transfer all or any part of its interest in the unanimous Registered Capital of the Company to a third party without the prior written consent of the other shareholdersParty. Subject to the foregoing, 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 event of interests, assignments of income rights and other manners. The foregoing prohibition shall not apply to the a proposed transfer by a Party of all or any part of the equity interests its interest in the JVC by any Registered Capital of the JVC Shareholders Company to its respective affiliates after a written notice is delivered to third party, the other partiesParty shall have a right of pre-emption to acquire such interest subject of the proposed transfer on terms and conditions no less favorable than those offered to or by the third party transferee. (b) Subject to 19.2 Notwithstanding Article 16 (a)19.1, with respect to the procedure for the transfer of equity interests between the JVC Shareholders, the Parties agree that if any of JVC Shareholders each Party (the “Transferring Party”) who intends to may transfer its equity interests interest in the JVC applies Registered Capital, in whole or in part and at any time, to transfer any of its Affiliates, provided that such Affiliate is capable of performing the Transferring Party’s obligations under this Contract and shall enter into an agreement in writing with the other Party agreeing to be bound by all terms and conditions hereof. The Transferring Party shall give prior written notice to the Board and to the other Party of the assignment, specifying the name, legal address and legal representative of the Affiliate. Such Affiliate shall agree in writing to be bound by all terms and conditions hereof. 19.3 Each Party undertakes to ensure that any such Affiliate to which it assigns all or part of its equity interests in shall immediately, upon such Affiliate ceasing to be an Affiliate of such Party, transfer all of its equity interests which such Affiliate then holds to the JVC, such Transferring Party shall, within three (3) business days from the date or to another 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 DParty’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 the JVC Shareholders is concerned, shall be the percentage of such amount of the shareholder’s contribution to the actual total investment amount of the JVC that is included in the JVC’s Registered Capital to the total Registered Capital of the JVC. The other JVC Shareholders shall, within twenty (20) days after receiving the Share Transfer Notice (the “JVC Shareholders’ Assumption Period”), respond in writing to the Transferring Party to confirm whether to purchase such Registered Capital proposed to be transferred. If the JVC Shareholders fail to respond in writing to the Transferring Party within the JVC Shareholders’ Assumption Period, the JVC Shareholders shall be deemed to have waived their preemptive right. (d) If Party D and the JVC Shareholders fail to exercise or to fully exercise or waive their preemptive right, then the Transferring Party may, within ninety (90) days upon the Share Transfer Notice, enter into a corresponding share transfer contract with a third party for the remaining portion of the Registered Capital proposed to be transferred, provided that such share transfer contract shall not provide terms and conditions (including, but not limited to, price, payment schedule and shareholders’ rights) more favorable than those offered to buyers with the preemptive right. If the Transferring Party fails to execute the corresponding share transfer contract with the third party for the remaining portion of the Registered Capital proposed to be transferred within ninety (90) days after the Share Transfer Notice is given, the Transferring Party shall complete the foregoing procedure again before it may execute the share transfer contract with a third party (the “Proposed Transferee”Affiliates). (e) The Transferring Party shall ensure that the Proposed Transferee should submit to the other shareholders upon completion 19.4 In case of the share transfer: (i) a transfer contract and a letter of undertaking under which it agrees to be bound by, and comply with, this Agreement and assume the entire obligations of the Transferring Party under this Agreement, and (ii) such other documents, certificates, opinions, proofs or information as the other shareholders may deem appropriate to require. The Transferring Party shall ensure that the Proposed Transferee is eligible to be a party to this Agreement and a shareholder of the JVC, that its contribution is in compliance with the applicable laws, and that such transfer of equity will not interests which is agreed between the Parties or otherwise permitted under this Contract (including any transfer of equity interests pursuant to this Article 19 or Article 20), the Parties shall, and shall procure that the Company shall, cooperate to sign all documents (including amendments to this Contract and the Articles of Association to reflect such transfer) and take all other steps necessary to obtain governmental approvals and registrations to cause the JVC such transfer to violate the provisions of the Foreign Investment Law of PRC or other relevant laws or subject the operating activities of the JVC to additional restrictions be completed as a result of the transfersoon as reasonably practicable and in any event within such timeframe as required under this Contract.

Transfer of Equity Interests. (a) Except with Upon the unanimous consent satisfaction 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), conditions precedent with respect to the procedure for the transfer of equity interests between the JVC Shareholdersany particular Equity Interests set forth in Section 9.01 and Section 10.01 (and, if applicable, Section 10.05), the Parties agree BI Seller thereof shall deliver to the applicable BI Purchaser a Notice of Transfer stating that if any a Closing of JVC Shareholders (the “Transferring Party”) who intends to transfer its equity interests in the JVC applies to transfer all or part Transfer of its equity interests in the JVC, such Transferring Party shall, Equity Interests shall occur within three (3) business days from the date Business Days after delivery of the transfer decisionsuch Notice of Transfer, deliver to Party D unless a share transfer Purchaser provides 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 BI Seller that it is postponing the Transfer Date for such Equity Interests until a date on which it can 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 Equity Interests free of Transfer Taxes (which 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 no more than 30 days after the expiration proposed Closing Date specified in such Notice of Transfer). At the Closing, and concurrently with the payment of the Beneficial Interest Purchase Price therefor, each BI Seller will Transfer such Equity Interests by delivering to the applicable BI Purchaser an Assignment of Equity Interests (together with, in the case of any Equity Interests consisting of capital stock, certificated membership interests or certificated beneficial interests in trusts, certificates representing such Equity Interests, duly issued and registered in the name of such Purchaser (with all required stock transfer or similar Taxes having being paid by such Purchaser)) conveying to such Purchaser outright and unconditionally all of such BI Seller’s ownership interest in such Transferred Entity, in each case, free and clear from any and all Liens, and on and subject to the terms and conditions set forth in this Agreement. In addition, each BI Seller shall acknowledge and confirm to the applicable Purchaser that the relevant Transferred Entity beneficially owns and possesses, directly or indirectly, all material interests, rights and properties relating to the relevant BI Aircraft, as set forth on Schedule 1, including, without limitation, (i) the related Lease, (ii) the related other Lease Documents, (iii) the related Aircraft Documents and (iv) any other TE Contract associated with such BI Aircraft (all of the foregoing, collectively, the “BI Aircraft Property”); reserving, however, to such BI Seller all claims for indemnities payable to any of GAIF or any of its Affiliates, such BI Seller or any other Seller Indemnified Party D’s Assumption Period a share transfer notice (in each case, other than the applicable Transferred Entity) under the related Lease(s) in respect of any act or omission or events occurring prior to the Transfer Date (the “Share BI Retained Rights”). Simultaneously with the 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 any Equity Interest in a Transferred Entity in respect 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 doubtNovation Aircraft, the proportion of paid up contribution, as far as any of the JVC Shareholders is concerned, Lease related thereto shall be novated or assigned pursuant to a Lease Novation or Assignment of Lease (as the percentage of such amount of the shareholder’s contribution to the actual total investment amount of the JVC that is included in the JVC’s Registered Capital to the total Registered Capital of the JVC. The other JVC Shareholders shall, within twenty (20) days after receiving the Share Transfer Notice (the “JVC Shareholders’ Assumption Period”), respond in writing to the Transferring Party to confirm whether to purchase such Registered Capital proposed to be transferred. If the JVC Shareholders fail to respond in writing to the Transferring Party within the JVC Shareholders’ Assumption Period, the JVC Shareholders shall be deemed to have waived their preemptive right. (d) If Party D and the JVC Shareholders fail to exercise or to fully exercise or waive their preemptive right, then the Transferring Party may, within ninety (90) days upon the Share Transfer Notice, enter into a corresponding share transfer contract with a third party for the remaining portion of the Registered Capital proposed to be transferred, provided that such share transfer contract shall not provide terms and conditions (including, but not limited to, price, payment schedule and shareholders’ rights) more favorable than those offered to buyers with the preemptive right. If the Transferring Party fails to execute the corresponding share transfer contract with the third party for the remaining portion of the Registered Capital proposed to be transferred within ninety (90) days after the Share Transfer Notice is given, the Transferring Party shall complete the foregoing procedure again before it case may execute the share transfer contract with a third party (the “Proposed Transferee”be). (e) The Transferring Party shall ensure that the Proposed Transferee should submit to the other shareholders upon completion of the share transfer: (i) a transfer contract and a letter of undertaking under which it agrees to be bound by, and comply with, this Agreement and assume the entire obligations of the Transferring Party under this Agreement, and (ii) such other documents, certificates, opinions, proofs or information as the other shareholders may deem appropriate to require. The Transferring Party shall ensure that the Proposed Transferee is eligible to be a party to this Agreement and a shareholder of the JVC, that its contribution is in compliance with the applicable laws, and that such transfer of equity will not cause the JVC to violate the provisions of the Foreign Investment Law of PRC or other relevant laws or subject the operating activities of the JVC to additional restrictions as a result of the transfer.

Transfer of Equity Interests. (a) Except Prior to the Termination Date, the Trustee shall not Transfer or cause to be Transferred any Equity Interests deposited in the Voting Trust pursuant to Section 2.01 or 2.02 (to a Beneficiary or otherwise), other than (i) with the unanimous consent prior written approval of both Dr. Kapoor (or, if Dr. Kapoor is unable to act, Beneficiaries collectively holding a majority of the other shareholdersTrust Units may provide such written approval in his place) and the Independent Board, the JVC Shareholders which consent shall not be unreasonably be withheld, conditioned or delayed, (and shall cause their actual controllers not toii) directly in a sale or indirectly transfer their equity interests in Transfer by 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 Beneficiaries of all or part any portion of their Equity Interests in any registered public offering, registered offering, or other market or block sale in accordance with Rule 144 of the equity interests Securities Act, (iii) in a sale or Transfer by the JVC by Beneficiaries of all or any portion of their Equity Interests to a bona fide third party who satisfies the conditions set forth in clauses (i) through (iv) of the definition of “Dr. Kapoor-Independent” and who is not Acting in Concert with Dr. Kapoor or any of the JVC Shareholders Beneficiaries, or (iv) as otherwise required by operation of Law, including to its respective affiliates after a written notice is delivered comply with any order or special verdict entered with respect to the Equity Interests under 18 U.S.C. § 1963 or other partiesforfeiture statute. (b) Subject To complete a Transfer pursuant to Article 16 (aSection 3.01(a)(i), the Beneficiary making the Transfer shall deliver to the Trustee (A) a written order to Transfer Equity Interests held in the Voting Trust for such Beneficiary to the proposed transferee and (B) evidence of the written approval of the Transfer by the Independent Board with respect to such Transfer as required by Section 3.01(a)(i), which evidence may be in the procedure for form of an email or other communication from the transfer General Counsel or Secretary of equity interests between the JVC ShareholdersCompany or from the Independent Board Representative confirming that such approval has been obtained. To complete a Transfer pursuant to Section 3.01(a)(ii), the Parties agree that if any of JVC Shareholders (Beneficiary making the “Transferring Party”) who intends Transfer shall deliver to transfer its equity interests the Trustee and the Company a written order to Transfer Equity Interests held in the JVC applies Voting Trust for such Beneficiary (i) to transfer all the proposed transferee or part of its equity interests (ii) in the JVCcase of any sale or Transfer in any registered public offering or other registered sale, to the Beneficiary immediately prior to such Transferring Party shallsale or Transfer in the registered public offering or other registered sale. To complete a Transfer pursuant to Section 3.01(a)(iii), within three to the extent the identity of the transferee is reasonably available to the Beneficiary effecting the Transfer given the method of distribution, the Beneficiary making the Transfer shall deliver to the Trustee and the Company (3x) business days a written order to Transfer Equity Interests held in the Voting Trust for such Beneficiary to the proposed transferee and (y) certifications from the date transferee that it satisfies the conditions set forth in Sections 3.01(a)(iii) (which may be in the form of representations and warranties made by the transfer decision, deliver to Party D a share transfer notice (“Preemptive Share transferee in the agreement governing the 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 rightor sale). (c) If Party D fails Promptly upon receipt of the appropriate deliverables provided pursuant to purchase Section 3.01(b), the Trustee shall (1) deliver or to fully purchase the Registered Capital proposed cause to be transferreddelivered, such Transferring Party shall deliver to in accordance with the other JVC Shareholders within three (3) business days after written order delivered by 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 doubtapplicable Beneficiary, the proportion certificates for the Equity Interests as appropriate to effect the proposed Transfer made in accordance with Section 3.01(a), all of paid up contribution, as far as any of the JVC Shareholders is concerned, which certificates shall be duly endorsed in blank or accompanied by the percentage of appropriate stock transfer powers duly executed in blank for Transfer thereof and (2) instruct the Company to transfer such amount of Equity Interests to such transferees on the shareholder’s contribution to books for the actual total investment amount of the JVC that is included in the JVC’s Registered Capital to the total Registered Capital of the JVCCompany. The other JVC Shareholders shall, within twenty (20) days after receiving Company agrees to promptly complete the Share Transfer Notice (on the “JVC Shareholders’ Assumption Period”), respond in writing to the Transferring Party to confirm whether to purchase such Registered Capital proposed to be transferred. If the JVC Shareholders fail to respond in writing to the Transferring Party within the JVC Shareholders’ Assumption Period, the JVC Shareholders shall be deemed to have waived their preemptive right. (d) If Party D and the JVC Shareholders fail to exercise or to fully exercise or waive their preemptive right, then the Transferring Party may, within ninety (90) days upon the Share Transfer Notice, enter into a corresponding share transfer contract with a third party books for the remaining portion of the Registered Capital proposed to be transferred, provided that such share transfer contract shall not provide terms and conditions (including, but not limited to, price, payment schedule and shareholders’ rights) more favorable than those offered to buyers with the preemptive right. If the Transferring Party fails to execute the corresponding share transfer contract with the third party for the remaining portion of the Registered Capital proposed to be transferred within ninety (90) days after the Share Transfer Notice is given, the Transferring Party shall complete the foregoing procedure again before it may execute the share transfer contract with a third party (the “Proposed Transferee”)Company. (e) The Transferring Party shall ensure that the Proposed Transferee should submit to the other shareholders upon completion of the share transfer: (i) a transfer contract and a letter of undertaking under which it agrees to be bound by, and comply with, this Agreement and assume the entire obligations of the Transferring Party under this Agreement, and (ii) such other documents, certificates, opinions, proofs or information as the other shareholders may deem appropriate to require. The Transferring Party shall ensure that the Proposed Transferee is eligible to be a party to this Agreement and a shareholder of the JVC, that its contribution is in compliance with the applicable laws, and that such transfer of equity will not cause the JVC to violate the provisions of the Foreign Investment Law of PRC or other relevant laws or subject the operating activities of the JVC to additional restrictions as a result of the transfer.