Common use of Transfer of Optioned Assets Clause in Contracts

Transfer of Optioned Assets. For each exercise of the Assets Purchase Option: 1.4.1 Party C shall promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party C’s transfer of the Optioned Assets to Party A and/or the Designee(s). Each Onshore Shareholder shall render all necessary cooperation to the adoption of the resolution; 1.4.2 Party C shall execute an asset transfer agreement (in the form attached hereto as the Appendix) with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Assets Purchase Option Notice regarding the Optioned Assets; 1.4.3 Each Onshore Shareholder and Party C shall execute all other necessary contracts, agreements or documents, obtain or assist Party A to obtain all necessary government licenses, permits and registrations (if applicable) and take all necessary actions to transfer valid ownership of the Optioned Assets to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Assets (if applicable). For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest arising from this Agreement.

Transfer of Optioned Assets. For each exercise of the Assets Purchase Option: 1.4.1 Party C The Direct Shareholders shall promptly convene a shareholders’ meetingshareholder’s meeting of Party C, at which a resolution shall be adopted approving Party C’s transfer of the Optioned Assets to Party A and/or the Designee(s). Each Onshore Shareholder The Shareholders shall render take all necessary cooperation actions to the adoption of the resolutionprocure such shareholder’s resolution to be passed; 1.4.2 Party C shall execute an asset transfer agreement (in the form attached hereto as set out in the AppendixAppendix hereto) with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Assets Purchase Option Notice regarding the Optioned Assets; 1.4.3 Each Onshore Shareholder The Shareholders and Party C shall execute all other necessary contracts, agreements or documents, obtain or assist Party A to obtain all necessary government licenses, permits and registrations (if applicable) and take all necessary actions to transfer valid ownership of the Optioned Assets to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Assets (if applicable). For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest arising from this Agreement.