Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 26 contracts
Samples: Exclusive Option Agreement (Yiren Digital Ltd.), Exclusive Option Agreement (Yiren Digital Ltd.), Exclusive Option Agreement (EShallGo Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 1.1.3.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 1.1.3.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 1.1.3.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.1.3.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 17 contracts
Samples: Exclusive Option Agreement (Hello Group Inc.), Exclusive Option Agreement (Hello Group Inc.), Exclusive Option Agreement (Hello Group Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 12 contracts
Samples: Exclusive Option Agreement (500.com LTD), Exclusive Option Agreement (500.com LTD), Exclusive Option Agreement (500.com LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests by Party B to Party A and/or the Designee(s) and waiving any right of first refusal related with respect thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall Party B shall, within thirty (30) days after receipt of the Equity Interest Purchase Option Notice, execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses approvals and permits permits, and take complete all necessary actions registrations and filings, so as to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. ; “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. .; “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 12 contracts
Samples: Exclusive Option Agreement (Cheche Group Inc.), Exclusive Option Agreement (Luboa Group, Inc.), Exclusive Option Agreement (So-Young International Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Agreement and Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationof this Agreement, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 8 contracts
Samples: Exclusive Option Agreement (Cornerstone Management, Inc.), Exclusive Option Agreement (Cornerstone Management, Inc.), Exclusive Option Agreement (Cornerstone Management, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A:
1.4.1 Party B C shall cause Party C D to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party BC’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B C shall obtain written statements from the other shareholders of Party C D giving consent to the transfer of the equity interest interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B C shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party BC’s Equity Interest Share Pledge Agreement and Party BC’s Power of Attorney. “Party BC’s Equity Interest Share Pledge Agreement” as used in this Agreement shall refer to the Interest Amended and Restated Share Pledge Agreement executed by and among Party AB, Party B C and Party C D on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party BC’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B C on the date hereof granting Party A with power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 8 contracts
Samples: Exclusive Option Agreement (Tarena International, Inc.), Exclusive Option Agreement (Tarena International, Inc.), Exclusive Option Agreement (Tarena International, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by Section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B on pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the date hereof granting exclusive business corporation agreement executed by and between Party C and Party A with power of attorney and any modificationon November 14, amendment and restatement thereto2014 (“Exclusive Business Corporation Agreement”).
Appears in 8 contracts
Samples: Exclusive Option Agreement (Dada Nexus LTD), Exclusive Option Agreement (Dada Nexus LTD), Exclusive Option Agreement (Dada Nexus LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholder’s meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interest in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 8 contracts
Samples: Exclusive Option Agreement (500.com LTD), Exclusive Option Agreement (500.com LTD), Exclusive Option Agreement (500.com LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests by Party B to Party A and/or the Designee(s) and waiving any right of first refusal related with respect thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Related Parties shall execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses approvals and permits permits, and take conduct all necessary actions actions, so as to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. .; “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 8 contracts
Samples: Exclusive Option Agreement (Waterdrop Inc.), Exclusive Option Agreement (Waterdrop Inc.), Exclusive Option Agreement (Waterdrop Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);.
1.4.2 Party B shall obtain written statements from the other shareholders (if any) of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 7 contracts
Samples: Exclusive Option Agreement (Tencent Music Entertainment Group), Exclusive Option Agreement (Tencent Music Entertainment Group), Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 6 contracts
Samples: Exclusive Option Agreement (Tuya Inc.), Exclusive Option Agreement (Tuya Inc.), Exclusive Option Agreement (Yiren Digital Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 6 contracts
Samples: Exclusive Option Agreement (China Online Education Group), Exclusive Option Agreement (China Online Education Group), Exclusive Option Agreement (China Online Education Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A:
1.4.1 Party C shall and Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 If at the time of exercising the Equity Interest Purchase Option, more than one shareholder hold equity interests in Party C, each of Party B and Party C shall cause such other shareholders to provide their written consent to the transfer of the Optioned Interests to Party A and/or the Designee(s) and to waive any preemptive right related thereto;
1.4.4 Party B shall execute an equity interest transfer contract agreement 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 Equity Interest Purchase Option Notice regarding the Optioned InterestsInterests and the format set forth in Exhibit 1 attached hereto;
1.4.4 1.4.5 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 6 contracts
Samples: Exclusive Option Agreement (9F Inc.), Exclusive Option Agreement (9F Inc.), Exclusive Option Agreement (9F Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related with respect thereto;
1.4.3 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall execute an equity interest transfer contract with respect to each transfer with from Party A and/or each any Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interestsfor Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 6 contracts
Samples: Exclusive Option Agreement (ICZOOM Group Inc.), Exclusive Option Agreement (KE Holdings Inc.), Exclusive Option Agreement (KE Holdings Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on Con the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 5 contracts
Samples: Exclusive Option Agreement (China Online Education Group), Equity Interest Pledge Agreement (China Online Education Group), Exclusive Option Agreement (China Online Education Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 As one of the shareholders of Party C at that time, Party B shall promptly cause Party C to promptly convene a shareholders’ meeting, at which a meeting to ensure himself or herself and urge other shareholders to approve the resolution shall be adopted approving on Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties 1.4.3 Relevant party shall execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses approvals and permits permits, and take all necessary actions measures, so as to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. ; “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. .; “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 5 contracts
Samples: Exclusive Option Agreement (SPI Energy Co., Ltd.), Exclusive Option Agreement (SPI Energy Co., Ltd.), Exclusive Option Agreement (SPI Energy Co., Ltd.)
Transfer of Optioned Interests. For each exercise of When Party A exercises the Equity Interest Purchase Option:Option each time,
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(sDesignee (s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(sDesignee (s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(sDesignee (s), unencumbered by any security interests, and cause Party A and/or the Designee(sDesignee (s) to become the registered owner(sowner (s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” Agreement “as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “.” Party B’s Power of Attorney” Attorney “as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 4 contracts
Samples: Exclusive Option Agreement (Spark Education LTD), Exclusive Option Agreement (Spark Education LTD), Exclusive Option Agreement (Spark Education LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions actions, to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interestsinterest, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section section and this Agreement, “security interestsinterest” shall include securitiessecurity, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Share Pledge Agreement executed by and between Party A and Party B on as of the date hereof granting hereof, whereby Party A with power B pledges all of attorney the equity interest in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and any modification, amendment between Party C and restatement thereto.Party A.
Appears in 4 contracts
Samples: Exclusive Option Agreement (Asiainfo Holdings Inc), Exclusive Option Agreement (Asiainfo Holdings Inc), Exclusive Option Agreement (Asiainfo Holdings Inc)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving Cgiving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party amongParty A, Party B and Party C on Con the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 4 contracts
Samples: Exclusive Option Agreement (China Online Education Group), Equity Interest Pledge Agreement (China Online Education Group), Exclusive Option Agreement (China Online Education Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Shareholders shall cause the OPCO and Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B A shall obtain written statements from have the other shareholders of Party C giving consent right to effect the transfer of any and all of the equity interest to Optioned Interests into its name or the name(s) of its Designee(s) and/or without liability on the part of Party A and/or in the Designee(s) and waiving any right event of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable)loss, act in accordance with all respects as the provisions beneficial owner of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties 1.4.3 Notwithstanding the foregoing, the Shareholders and the OPCO shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Amendments of the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorneythe Share Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest relevant Share Pledge Agreement executed by and among Party AB, the OPCO, Party B A and Party C on other parties thereto as of the date hereof and any modificationhereof, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by under which Party B on pledges all of its equity interests in the date hereof granting OPCO in favor of Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 4 contracts
Samples: Exclusive Equity Interest Option Agreement (Lufax Holding LTD), Exclusive Equity Interest Option Agreement (Lufax Holding LTD), Exclusive Equity Interest Option Agreement (Lufax Holding LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);.
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “"Party B’s Equity Interest 's Share Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperration Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting and between Party A with power of attorney and any modification, amendment and restatement thereto.Party C.
Appears in 4 contracts
Samples: Exclusive Option Agreement (China United Insurance Service, Inc.), Exclusive Option Agreement (China United Insurance Service, Inc.), Exclusive Option Agreement (China United Insurance Service, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders (if any) of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of AttorneyVoting Trust Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of AttorneyVoting Trust Agreement” as used in this Agreement shall refer to the Power of Attorney Voting Trust Agreement executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 4 contracts
Samples: Exclusive Option Agreement (Tencent Music Entertainment Group), Exclusive Option Agreement (Tencent Music Entertainment Group), Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “"Party B’s Equity Interest 's Share Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement executed by and among Party AB, Party B the Designee(s) and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Agreement shall refer Party C to the Power Designee(s), in order to guarantee Party C's performance of Attorney its obligations under the Exclusive Business Corporation Agreement executed by and between Party B on C and the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretoDesignee(s).
Appears in 4 contracts
Samples: Exclusive Option Agreement (eFuture Information Technology Inc.), Share Pledge Agreement (eFuture Information Technology Inc.), Exclusive Option Agreement (eFuture Information Technology Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 4 contracts
Samples: Exclusive Option Agreement (58.com Inc.), Exclusive Option Agreement (58.com Inc.), Exclusive Option Agreement (58.com Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract (each, a “Transfer Contract”) 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Agreement and Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by Section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B on pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the exclusive business corporation agreement executed by and between Party C and Party A as of the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretohereof.
Appears in 3 contracts
Samples: Exclusive Call Option Agreement (Phoenix Tree Holdings LTD), Exclusive Call Option Agreement (Phoenix Tree Holdings LTD), Exclusive Call Option Agreement (Phoenix Tree Holdings LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionCall Option by Party A:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A A, Party D and/or the Designee(s);
1.4.2 As to Party B’s transfer of the Optioned Interests to Party A, Party D and/or the Designee(s), Party B shall obtain a written statements statement specifying approval of the transfer and waiver of right of first refusal from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related theretoC;
1.4.3 Party B shall execute an equity interest transfer contract agreement with respect to each transfer with Party A A, Party D and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Call Option Notice regarding the Optioned Interests;Notice; and
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation, amendments to the articles of association of the company), obtain all necessary government licenses and permits (including without limitation the business license of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A A, Party D and/or the Designee(s), unencumbered by any security interestsSecurity Interests, and cause Party A A, Party D and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section Article and this Agreement, “security interestsSecurity Interests” shall include securities, mortgages, third party’s party rights or interests, any stock options, acquisition right, right of first refusal, right to of offset, and ownership retention or other security arrangements, but shall be deemed to exclude any security interest Security Interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Article and this Agreement shall refer to the Interest Equity Pledge Agreement executed by and among Party AB, Party B C and Party C D on the date hereof of this Agreement, including any revisions, amendments or restatements thereto; and any modification, amendment and restatement thereto. the “Party B’s Power of Attorney” as used in this Article and this Agreement shall refer to the Power of Attorney executed granting Party A authorization signed by Party B on the date hereof granting Party A with power of attorney and this Agreement, including any modificationrevisions, amendment and restatement amendments or restatements thereto.
Appears in 3 contracts
Samples: Exclusive Option Agreement (Niu Technologies), Exclusive Option Agreement (Niu Technologies), Exclusive Option Agreement (Niu Technologies)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 (1) Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 (2) Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 (3) Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 (4) The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (“Party B’s Equity Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this Agreement shall refer to its obligations under the Power of Attorney Control Agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 3 contracts
Samples: Equity Option Agreement (Hywin Holdings Ltd.), Equity Option Agreement (Hywin Holdings Ltd.), Equity Option Agreement (Hywin Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract (each, a “Transfer Contract”) 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Agreement and Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by Section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Equity Interest Agreement (“Equity Interest Pledge Agreement”) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B on pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the exclusive business corporation agreement executed by and between Party C and Party A as of the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretohereof.
Appears in 3 contracts
Samples: Exclusive Call Option Agreement (Phoenix Tree Holdings LTD), Exclusive Call Option Agreement (Phoenix Tree Holdings LTD), Exclusive Call Option Agreement (Phoenix Tree Holdings LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 3 contracts
Samples: Exclusive Option Agreement (Tuya Inc.), Exclusive Option Agreement (Tuya Inc.), Exclusive Option Agreement (Tuya Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 3 contracts
Samples: Exclusive Option Agreement (iDreamSky Technology LTD), Exclusive Option Agreement (iDreamSky Technology LTD), Exclusive Option Agreement (iDreamSky Technology LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on or before the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 3 contracts
Samples: Exclusive Option Agreement (Trunkbow International Holdings LTD), Exclusive Option Agreement (Trunkbow International Holdings LTD), Exclusive Option Agreement (Trunkbow International Holdings LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity 's Share Interest Pledge Agreement” . "Party B's Share Interest Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Interest Pledge Agreement ("Share Interest Pledge Agreement") executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 3 contracts
Samples: Exclusive Option Agreement (Kepuni Holdings Inc.), Exclusive Option Agreement (MDJM LTD), Exclusive Option Agreement (MDJM LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 3 contracts
Samples: Exclusive Option Agreement (58.com Inc.), Exclusive Option Agreement (58.com Inc.), Exclusive Option Agreement (58.com Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof April 9, 2016 and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof April 9, 2016 granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions actions, to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interestsinterest, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section section and this Agreement, “"security interests” interest" shall include securitiessecurity, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “"Party B’s Equity Interest 's Share Pledge Agreement” " as used in this section and this Agreement shall refer to the Interest Share Pledge Agreement executed by and among between Party A and Party B as of the date hereof, whereby Party B pledges all of the equity interest in Party C to Party A, in order to guarantee Party B C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (China Hospitals Inc), Exclusive Option Agreement (China Hospitals Inc)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “"Party B’s Equity Interest 's Share Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Moxian, Inc.), Exclusive Option Agreement (Moxian China, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:,
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution aresolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(sDesignee (s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(sDesignee (s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A PartyA and/or each Designee (whichever is applicable), in the form and substance satisfactory to Party A and/or the Designee (s), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties Within thirty (30) days after receiving the Equity Interest Purchase Option Notice, Party B shall execute all other necessary contracts, agreements or documentsdocuments with the relevant parties, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A PartyA and/or the Designee(sDesignee (s), unencumbered by any security interests, and cause Party A and/or the Designee(sDesignee (s) to become the registered owner(sowner (s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Equity Pledge Agreement executed by and among Party A, Party B and Party C on as of the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Venus Acquisition Corp), Exclusive Share Purchase Option Agreement (WiMi Hologram Cloud Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) (the “Transfer Contract”), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by Section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B on pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the date hereof granting Exclusive Business Cooperation Agreement executed by and between Party A with power of attorney C and any modification, amendment and restatement thereto.Party A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Secoo Holding LTD), Exclusive Option Agreement (Secoo Holding LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 1.1.3.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 1.1.3.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 1.1.3.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.1.3.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement, Party B’s Loan Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Fourth Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on November 23, 2016 and any modification, amendment and restatement thereto. “Party B’s Loan Agreement” as used in this Agreement shall refer to the date hereof Loan Agreement executed by and between Party A and Party B on November 23, 2016 and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Fourth Amended and Restated Power of Attorney executed by Party B on the date hereof November 23, 2016 granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Bitauto Holdings LTD), Exclusive Option Agreement (Bitauto Holdings LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party promote party C to promptly convene a shareholders’ meetingshareholder meetings in a timely manner, at which a it shall approve the resolution shall be adopted approving Party of party B’s transfer of the Optioned Interests purchased Equity to Party A and/or the Designee(s);designated person
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is if applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned InterestsInterests (“transfer contract”);
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification(“Equity Interest Pledge Agreement”), amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to Under the Power of Attorney executed by Equity Interest Pledge Agreement, Party B on may, in order to guarantee party C to fulfill its obligations under the date hereof granting exclusive business cooperation agreement signed between party C and party A, pledge to Party A with power the full equity of attorney and any modification, amendment and restatement theretothe Party C it holds.
Appears in 2 contracts
Samples: Exclusive Share Purchase Option Agreement (WiMi Hologram Cloud Inc.), Exclusive Share Purchase Option Agreement (WiMi Hologram Cloud Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders (if any) of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Tencent Music Entertainment Group), Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s the transfer of the Optioned Interests from Party B to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C shareholder(s) giving consent to the transfer of the equity interest Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicableas the case may be), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C the Parties on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Secoo Holding LTD), Exclusive Option Agreement (Secoo Holding LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (58.com Inc.), Exclusive Option Agreement (58.com Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (“Equity Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party B’s Power performance of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretoits obligations hereunder.
Appears in 2 contracts
Samples: Exclusive Option Agreement (NQ Mobile Inc.), Exclusive Option Agreement (NQ Mobile Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B C shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B C shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof September 11, 2014 and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof September 11, 2014 granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof December 13, 2017 and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof December 13, 2017 granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) with respect to each transfer (“Transfer Contract”), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned InterestsNotice;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose purposes of this Section and this Agreement, “security interestsSecurity Interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership title retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer (“Equity Pledge Agreement”), whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Power of Attorney Exclusive Business Cooperation Contract and other agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (LexinFintech Holdings Ltd.), Exclusive Option Agreement (LexinFintech Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Each Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Each Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest “ Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement executed by and among Party B, Party C and Party A as of the date hereof, whereby each Party B pledges all of its/his equity interests in Party C to Party A, in order to guarantee Party B C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (SAMOYED HOLDING LTD), Exclusive Option Agreement (SAMOYED HOLDING LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Each Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Each Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement executed by and among Party B, Party C and Party A as of the date hereof, whereby each Party B pledges all of his equity interests in Party C to Party A, in order to guarantee Party B C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (SAMOYED HOLDING LTD), Exclusive Option Agreement (SAMOYED HOLDING LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A:
1.4.1 Party B C shall cause Party C D to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party BC’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B C shall obtain written statements from the other shareholders of Party C D giving consent to the transfer of the equity interest interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B C shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party BC’s Equity Interest Share Pledge Agreement and Party BC’s Power of Attorney. “Party BC’s Equity Interest Share Pledge Agreement” as used in this Agreement shall refer to the Interest Amended and Restated Share Pledge Agreement executed by and among Party AB, Party B C and Party C D on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party BC’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B C on the date hereof granting Party A with power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Tarena International, Inc.), Exclusive Option Agreement (Tarena International, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests by Party B to Party A and/or the Designee(s) and waiving any right of first refusal related with respect thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall Party B shall, within thirty (30) days after receipt of the Equity Interest Purchase Option Notice, execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses approvals and permits permits, and take complete all necessary actions registrations and filings, so as to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. ; “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. .; “Party B’s Power of Attorney” ”, as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (So-Young International Inc.), Exclusive Option Agreement (So-Young International Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOptions:
1.4.1 Party B (a) Gridsum Holdco shall and the Shareholder shall cause Party C Gridsum Holdco to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party Bthe Shareholder’s transfer of the Optioned Interests to Party A WFOE and/or the Designee(s);
1.4.2 Party B (b) In case of exercise of the Equity Interest Purchase Option by WFOE, the Shareholder shall obtain written statements from the other shareholders of Party C Gridsum Holdco giving consent to the transfer of the equity interest to Party A WFOE and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B (c) In case of exercise of the Equity Interest Purchase Option by WFOE, the Shareholder shall execute an equity interest a share transfer contract with respect to each transfer with Party A WFOE and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 (d) The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A WFOE and/or the Designee(s), unencumbered by any security interests, and cause Party A WFOE and/or the Designee(s) to become the registered owner(s) of the Optioned Interests, free from any third party interest. For the purpose of this Section Article and this Agreement, the “security third party interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangementsarrangements or right restrictions, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Gridsum Holding Inc.), Exclusive Option Agreement (Gridsum Holding Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof August 17, 2016 and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof August 17, 2016 granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Agreement and Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationof this Agreement, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (China Agricorp, Inc), Exclusive Option Agreement (American Telstar Inc)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Amended and Restated Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Yiren Digital Ltd.), Exclusive Option Agreement (Yirendai Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B Each Onshore Shareholder shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party Beach Transfer Shareholder’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B A shall obtain written statements from have the other shareholders of Party C giving consent right to effect the transfer of any and all of the equity interest to Optioned Interests into its name or the name(s) of its Designee(s) and/or without liability on the part of Party A and/or in the Designee(s) and waiving any right event of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable)loss, act in accordance with all respects as the provisions beneficial owner of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties 1.4.3 Notwithstanding the foregoing, each Onshore Shareholder and Party C shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest relevant Share Pledge Agreement executed by and among Party Aeach Onshore Shareholder, Party B C and Party C on A as of the date hereof and any modificationhereof, amendment and restatement thereto. “under which each Onshore Shareholder pledges all of its equity interests in Party B’s Power C in favor of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Equity Interest Option Agreement (Lufax Holding LTD), Exclusive Equity Interest Option Agreement (Lufax Holding LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (51Talk Online Education Group), Exclusive Option Agreement (51Talk Online Education Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B C shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B C shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof [*], 2018 and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof [*], 2018 granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Uxin LTD), Exclusive Option Agreement (Uxin LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) with respect to each transfer (“Transfer Contract”), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned InterestsNotice;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose purposes of this Section and this Agreement, “security interestsSecurity Interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership title retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement executed by and among andamong Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer (“Equity Pledge Agreement”), whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Power of Attorney Exclusive Business Cooperation Contract and other agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 2 contracts
Samples: Exclusive Option Agreement (LexinFintech Holdings Ltd.), Exclusive Option Agreement (LexinFintech Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B The Shareholders shall cause Party C D to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s the Shareholders’ transfer of the Optioned Interests to Party A C and/or the Designee(s);
1.4.2 Party B Each of the Shareholders shall obtain make written statements from the other shareholders of Party C giving regarding his/her consent to the transfer of the equity interest to Party A C and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B The Shareholders shall execute an equity interest a share transfer contract with respect to each transfer with Party A C and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A C and/or the Designee(s), unencumbered by any security interests, and cause Party A C and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Agreement and the Shareholders’ Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s The Shareholders’ Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party AC, the Shareholders and Party B D on the date of this Agreement, whereby the Shareholders pledge all of their equity interests in Party D to Party C, in order to guarantee Party D’s performance of its obligations under the Exclusive Business Cooperation Agreement executed by and between Party D and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Vipshop Holdings LTD), Exclusive Option Agreement (Vipshop Holdings LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);; Party B shall cause the shareholders’ meeting and board meeting of Party C to adopt the following resolutions the forms as set forth in Appendices II and III.
(a) Party B’s transfer of its equity interests in part or in whole to Party A and/or the transferee designated by Party A; and
(b) Other matters upon reasonable requirements of Party A.
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the execute a share transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract agreement 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;. In order to facilitate the Equity Interest Purchase Option in this Agreement, Party B shall, upon the requirements of Party A, execute the Share Transfer Agreement in seven counterparts in accordance with the form set forth in Appendix I attached hereto, and provide the shareholders’ resolutions and the resolutions of the board of directors in accordance with the forms set forth in the Appendix II and Appendix III when executing and delivering this Agreement. The executed Share Transfer Agreement and the shareholders’ resolutions and the resolutions of the board of directors mentioned above shall be delivered to Party A for its custody. In order to avoid the doubt, the Parties herein confirm that, for the intention of this Agreement, if the documents executed in accordance with Appendices I, II and III of this Agreement cannot meet the specific situation and/or the requirements of the laws and regulations of China then effective at the time of Party A’s exercise of the Option, Party B agrees to execute with Party A and/or the Designee such additional share transfer documents and other documents as necessary to make the share transfer documents effective and enforceable.
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement, the Trademarks License Agreements and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this the Domain Names License Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall execute an equity interest transfer contract with respect to each transfer with from Party A and/or each any Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interestsfor Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall execute an equity interest transfer contract with respect to each transfer with from Party A and/or each any Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interestsfor Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documentsdocuments (including but not limited to the amendment to articles of association), obtain all necessary government licenses and permits (including but not limited to the business license), and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement and this Section shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement theretorestatements thereto (the “Party B’s Equity Interest Pledge Agreement”). According to the Party B’s Equity Interest Pledge Agreement, Party B pledge all of their equity interest in Party C to Party A for the purpose of guaranteeing Party C’s performance of its obligations under the Exclusive Business Cooperation Agreement entered into by Party C and Party A on the date hereof (the “Exclusive Business Cooperation Agreement”). “Party B’s Power of AttorneyVoting Trust Agreement” as used in this Agreement and this Section shall refer to the Power of Attorney Voting Trust Agreement executed by Party A, Party B and Party C on the date hereof granting Party A with power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (51Talk Online Education Group)
Transfer of Optioned Interests. For each exercise of When Party A exercises the Equity Interest Purchase Option:Option each time,
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including, without limitation, amendment to the articles of association), obtain all necessary government governmental licenses and permits (including, without limitation, business license) and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by free and clear of any security interestsinterests and other encumbrances, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securitiessecurity, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements; however, but for the avoidance of doubt, “security interests” shall be deemed to exclude not include any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEntrustment Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (“Equity Pledge Agreement”, see Appendix I hereto) executed by and among Party A, Party B and Party C on the date hereof and hereof, as well as any modification, amendment and restatement thereto. “Party B’s Power of AttorneyEntrustment Agreement” as used in this Section and this Agreement shall refer to the Power of Attorney Entrustment Agreement executed by Party B to authorize Party A on the date hereof granting Party A with power of attorney and (“Entrustment Agreement”, see Appendix II hereto) as well as any modification, amendment and restatement thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (Yubo International Biotech LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interestsfor Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);; Party B shall cause the shareholders’ meeting and board meeting of Party C to adopt the following resolutions in the forms as set forth in Appendices II and III.
(a) Party B’s transfer of its equity interests in part or in whole to Party A and/or the transferee designated by Party A; and
(b) Other matters upon reasonable requirements of Party A.
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the execute a share transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract agreement 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;. In order to facilitate the Equity Interest Purchase Option in this Agreement, Party B shall, upon the requirements of Party A, execute the Share Transfer Agreement in seven counterparts in accordance with the form set forth in Appendix I attached hereto, and provide the shareholders’ resolutions and the resolutions of the board of directors in accordance with the forms set forth in the Appendix II and Appendix III when executing and delivering this Agreement. The executed Share Transfer Agreement and the shareholders’ resolutions and the resolutions of the board of directors mentioned above shall be delivered to Party A for its custody. In order to avoid the doubt, the Parties herein confirm that, for the intention of this Agreement, if the documents executed in accordance with Appendices I, II and III of this Agreement cannot meet the specific situation and/or the requirements of the laws and regulations of China then effective at the time of Party A’s exercise of the Option, Party B agrees to execute with Party A and/or the Designee such additional share transfer documents and other documents as necessary to make the share transfer documents effective and enforceable.
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement, the Trademarks License Agreements and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this the Domain Names License Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShareholder Voting Proxy Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of AttorneyShareholder Voting Proxy Agreement” as used in this Agreement shall refer to the Power of Attorney Shareholder Voting Proxy Agreement executed by and among Aurora Mobile Limited, Party A, Party B and Xxxx Xxxxxxxx on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);; Party B shall cause the shareholders’ meeting and board meeting of Party C to adopt the following resolutions in the forms as set forth in Appendices II and III.
(a) Party B’s transfer of its equity interests in part or in whole to Party A and/or the transferee designated by Party A; and
(b) Other matters upon reasonable requirements of Party A.
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the execute a share transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract agreement 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;. In order to facilitate the Equity Interest Purchase Option in this Agreement, Party B shall, upon the requirements of Party A, execute the Share Transfer Agreement in seven counterparts in accordance with the form set forth in Appendix I attached hereto, and provide the shareholders’ resolutions and the resolutions of the board of directors in accordance with the forms of Appendix II and Appendix III when executing and delivering this Agreement. The executed Share Transfer Agreement and the shareholders’ resolutions and the resolutions of the board of directors mentioned above shall be delivered to Party A for its custody. In order to avoid the doubt, the Parties herein confirm that, for the intention of this Agreement, if the documents executed in accordance with Appendices I, II and III of this Agreement cannot meet the specific situation and/or the requirements of the laws and regulations of China then effective at the time of Party A’s exercise of the Option, Party B agrees to execute with Party A and/or the Designee such additional share transfer documents and other documents as necessary to make the share transfer documents effective and enforceable.
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement, the Trademarks License Agreements and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this the Domain Names License Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (TCTM Kids IT Education Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Equity Pledge Agreement. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement ("Party B's Equity Pledge Agreement") executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Agreement shall refer Party C to Party A, in order to guarantee Party C's performance of its obligations under the Power of Attorney Control Agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Equity Option Agreement (China Xiangtai Food Co., Ltd.)
Transfer of Optioned Interests. For each exercise of When Party A exercises the Equity Interest Purchase Option:Option each time,
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ ' meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including, without limitation, amendment to the articles of association), obtain all necessary government governmental licenses and permits (including, without limitation, business license) and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by free and clear of any security interestsinterests and other encumbrances, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securitiessecurity, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements; however, but for the avoidance of doubt, "security interests" shall be deemed to exclude not include any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney's Entrustment Agreement. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement ("Equity Pledge Agreement", see Appendix I hereto) executed by and among Party A, Party B and Party C on the date hereof and hereof, as well as any modification, amendment and restatement thereto. “"Party B’s Power of Attorney” 's Entrustment Agreement" as used in this Section and this Agreement shall refer to the Power of Attorney Entrustment Agreement executed by Party B to authorize Party A on the date hereof granting Party A with power of attorney and ("Entrustment Agreement", see Appendix II hereto) as well as any modification, amendment and restatement thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (Yubo International Biotech LTD)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” interests shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Bs Power of Attorney. “Party B’s Equity Interest Pledge Agreement” Agreement as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” Attorney as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ ' meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documentsdocuments (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “Party B’s Equity Interest 's Share Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by Section and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party B on B, Party C and Party A as of the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretohereof.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party BB1’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B B1 shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B C shall cause Party C B to promptly convene a shareholders’ shareholder’s meeting, at which a resolution shall be adopted approving Party BC’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B C shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B C shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party BC’s Power of AttorneyShare Pledge Agreement. “Party BC’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party C pledges all of its equity interest in Party B to Party A, in order to guarantee Party B’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B The Shareholders shall cause Party C F to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s the Shareholders’ transfer of the Optioned Interests to Party A E and/or the Designee(s);
1.4.2 Party B Each of the Shareholders shall obtain make written statements from the other shareholders of Party C giving regarding his/her consent to the transfer of the equity interest to Party A E and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B The Shareholders shall execute an equity interest a share transfer contract with respect to each transfer with Party A E and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A E and/or the Designee(s), unencumbered by any security interests, and cause Party A E and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Agreement and the Shareholders’ Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s The Shareholders’ Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Second Amended and Restated Equity Interest Pledge Agreement executed by and among Party AE, Party B the Shareholders and Party C F on the date hereof of this Agreement, whereby the Shareholders pledge all of their equity interests in Party F to Party E, in order to guarantee Party F’s performance of its obligations under the Amended and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Restated Exclusive Business Cooperation Agreement shall refer to the Power of Attorney executed by and between Party B F and Party E on the date hereof granting Party A with power of attorney and any modificationOctober 8, amendment and restatement thereto2011.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “"Party B’s 's Equity Interest Pledge Agreement” " as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option::
1.4.1 1.8.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);;
1.4.2 1.8.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related with respect thereto;;
1.4.3 1.8.3 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall execute an equity interest transfer contract with respect to each transfer with from Party A and/or each any Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interests;for Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 1.8.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto..
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B The Shareholders shall cause Party C D to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s the Shareholders’ transfer of the Optioned Interests to Party A C and/or the Designee(s);
1.4.2 Party B Each of the Shareholders shall obtain make written statements from the other shareholders of Party C giving regarding his/her consent to the transfer of the equity interest to Party A C and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B The Shareholders shall execute an equity interest a share transfer contract with respect to each transfer with Party A C and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A C and/or the Designee(s), unencumbered by any security interests, and cause Party A C and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Agreement and the Shareholders’ Equity Interest Pledge Agreement and Party B’s Power of AttorneyAgreement. “Party B’s The Shareholders’ Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Fourth Amended and Restated Equity Interest Pledge Agreement executed by and among Party AC, the Shareholders and Party B D on the date of this Agreement, whereby the Shareholders pledge all of their equity interests in Party D to Party C, in order to guarantee Party D’s performance of its obligations under the Amended and Restated Exclusive Business Cooperation Agreement executed by and between Party D and Party C on the date hereof and any modificationOctober 8, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto2011.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);.
1.4.2 Party B shall obtain written statements from the other shareholders (if any) of Party C giving consent to the transfer of the equity interest Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 1 contract
Samples: Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related theretothereto (if applicable);
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest “ Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party B C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 As the only shareholder of Party C at that time, Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a make the resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties 1.4.3 Relevant party shall execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government licenses approvals and permits permits, and take all necessary actions measures, so as to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. ; “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. .; “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” interests shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” Agreement as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” Attorney as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions Party B and Party A and/or such Designee (whichever is applicable) shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of this Agreement such Optioned Interests and the Equity Interest Purchase Option Notice regarding the Optioned Interestsfor Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions, issuance of any necessary documents by Party C and performance of all relevant procedures;
1.4.4 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase OptionOption by Party A:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (including any amendment from time to time, if any) executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement theretoAgreement.
Appears in 1 contract
Samples: Exclusive Purchase Option Agreement (CooTek(Cayman)Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (“Party B’s Equity Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this Agreement shall refer to its obligations under the Power of Attorney Control Agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Equity Option Agreement (Puhui Wealth Investment Management Co., Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B B, as a shareholder, shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests Interest to Party A and/or Designee, the Designee(s)decision of which shall be in writing, and shall be signed by Party B and be kept with Party C;
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the execute share transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract with respect to agreement for each transfer with Party A and/or each Designee (whichever is when applicable), ) in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding Notice;
1.4.3 Before exercising the Optioned InterestsEquity Interest Purchase Option, Party A shall obtain relevant shareholders’ resolution signed by Party C’s shareholders, which shall expressly approve such share transfer. Party B shall cause such resolution to be signed and passed;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Pledge Agreement. “Party B’s Equity Interest Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) with respect to each transfer (“Transfer Contract”), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned InterestsNotice;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose purposes of this Section and this Agreement, “security interestsSecurity Interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership title retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer (“Equity Pledge Agreement”), whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Power of Attorney Exclusive Business Cooperation Agreement and other agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Option Agreement (LexinFintech Holdings Ltd.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements agreements, or documents, obtain all necessary government licenses and permits permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s 's Equity Interest Pledge Agreement Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Amended and Restated Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modificationmodifications, amendment amendments, and restatement restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modificationmodifications, amendment amendments, and restatement restatements thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyShare Interest Pledge Agreement. “Party B’s Equity Share Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Interest Pledge Agreement (“Share Interest Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party BB pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s Power performance of Attorney” as used in this its obligations under the Exclusive Business Corporation Agreement shall refer to the Power of Attorney executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s 's transfer of the Optioned Interests to Party A and/or the Designee(s);.
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;.
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “"security interests” " shall include securities, mortgages, third party’s 's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney's Share Pledge Agreement. “"Party B’s Equity Interest 's Share Pledge Agreement” " as used in this Section and this Agreement shall refer to the Interest Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “whereby Party B’s Power B pledges all of Attorney” as used its equity interests in this Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Cooperation Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting and between Party A with power of attorney and any modification, amendment and restatement thereto.Party C.
Appears in 1 contract
Samples: Exclusive Option Agreement (China United Insurance Service, Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;.
1.4.3 Party B shall execute an equity interest a share transfer contract 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 Equity Interest Purchase Option Notice regarding the Optioned Interests;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyEquity Pledge Agreement. “Party B’s Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Interest Equity Pledge Agreement (“Equity Pledge Agreement”) executed by and among Party A, Party B and Party C on as of the date hereof and any modificationhereof, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by whereby Party B on the date hereof granting pledges all of its equity interests in Party A with power C to Party A, in order to guarantee Party C’s performance of attorney and any modification, amendment and restatement theretoits obligations hereunder.
Appears in 1 contract
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option:
1.4.1 Party B shall cause Party C to promptly convene a shareholders’ shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);
1.4.2 Party B shall obtain written statements from the other shareholders of Party C (if any) giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto;
1.4.3 Party B shall execute an equity interest a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable) with respect to each transfer (“Transfer Contract”), in accordance with the provisions of this Agreement Contract and the Equity Interest Purchase Option Notice regarding the Optioned InterestsNotice;
1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests 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 Interests. For the purpose purposes of this Section and this AgreementContract, “security interestsSecurity Interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership title retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Contract and Party B’s Equity Interest Pledge Agreement and Party B’s Power of AttorneyContract. “Party B’s Equity Interest Pledge AgreementContract” as used in this Agreement Section and this Contract shall refer to the Interest Equity Pledge Agreement Contract executed by and among Party A, Party B and Party C on the date hereof of this Contract (“Equity Pledge Contract”), whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Cooperation Contract and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney other agreements executed by and between Party B on the date hereof granting C and Party A with power of attorney and any modification, amendment and restatement thereto.A.
Appears in 1 contract
Samples: Exclusive Purchase Option Contract (LexinFintech Holdings Ltd.)