Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option by the Sole Corporation: 1.4.1 the Shareholders shall instruct the Company to convene a shareholders meeting in time, at which a resolution shall be adopted to approve the Shareholder’s transfer of the Optioned Interests to the Sole Corporation and/or the Designees. 1.4.2 the Shareholders shall obtain written statements from the other shareholders of the Company in which such shareholders shall agree with such transfer and to waive the right of first refusal in terms of transferring the Optioned Interests to the Sole Corporation and/or the Designee s from the Shareholders. 1.4.3 the Shareholders shall execute an Equity Transfer Contract for every transfer with the Sole Corporation and/or (if applicable) the Designee according to the provisions of this Agreement and the Equity Interest Purchase Option Notice. 1.4.4 the relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government permits and approvals and take all necessary actions to transfer the valid ownership of the Optioned Interests to the Sole Corporation and/or the Designees under the circumstances that there is no additional security interests, and cause the Sole Corporation and/or the Designees to become the registered owners of the Optioned Interests. For the purpose of this Article and this Agreement, the “Security Interests” shall include securities, mortgages, third party’s rights or interests, any purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other guarantee arrangement; but for sake of clarity, it does not include any security interest created by this Agreement and the Share Pledge Agreement. The “Share Pledge Agreement” specified in this Article and this Agreement refers to the Share Pledge Agreement executed by the Sole Corporation, the Shareholders and the Company on the date of this Agreement. (“Share Pledge Agreement”)
Appears in 4 contracts
Samples: Exclusive Option Agreement (Qutoutiao Inc.), Exclusive Option Agreement (Qutoutiao Inc.), Exclusive Option Agreement (Qutoutiao Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option by the Sole Corporation:
1.4.1 the Shareholders shall instruct the Company to convene a shareholders meeting in time, at which a resolution shall be adopted to approve the Shareholder’s transfer of the Optioned Interests to the Sole Corporation and/or the Designees.
1.4.2 the Shareholders shall obtain written statements from the other shareholders of the Company Company, in which such shareholders shall agree with such to the transfer and to waive the right of first refusal in terms of transferring the Optioned Interests to the Sole Corporation and/or the Designee s Designees from the Shareholders.
1.4.3 the Shareholders shall execute an Equity Transfer Contract for every transfer with the Sole Corporation and/or (if applicable) the Designee Designee, according to the provisions of this Agreement and the Equity Interest Purchase Option Notice.
1.4.4 in the circumstances that there are no additional security interests, the relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government permits and approvals and take all necessary actions to transfer the valid ownership of the Optioned Interests to the Sole Corporation and/or the Designees under the circumstances that there is no additional security interests, and cause the Sole Corporation and/or the Designees to become the registered owners of the Optioned Interests. For the purpose of this Article and this Agreement, the “Security Interests” shall include securities, mortgages, third party’s rights or interests, any purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other guarantee arrangement; but for sake of clarity, it does not include any security interest created by this Agreement and the Share Pledge Agreement. The “Share Pledge Agreement” specified in this Article and this Agreement refers to the Share Pledge Agreement executed by the Sole Corporation, the Shareholders and the Company on the date of this Agreement. (“Share Pledge Agreement”)
Appears in 2 contracts
Samples: Exclusive Option Agreement (Qutoutiao Inc.), Exclusive Option Agreement (Qutoutiao Inc.)
Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option by the Sole CorporationOption:
1.4.1 the Existing Shareholders shall instruct the Company cause Party C to promptly convene a shareholders meeting in timeshareholders’ meeting, at which a resolution shall be adopted to approve the Shareholder’s approving Existing Shareholders’ transfer of the Optioned Interests to the Sole Corporation Party A and/or the Designees.Designee(s);
1.4.2 the Existing Shareholders shall obtain written statements from the other shareholders of Party C giving consent to the Company in which such shareholders shall agree with such transfer of the Optioned Interests by Existing Shareholders to Party A and/or the Designee(s) and to waive the waiving any right of first refusal in terms of transferring the Optioned Interests to the Sole Corporation and/or the Designee s from the Shareholders.with respect thereto;
1.4.3 the Existing Shareholders shall execute an Equity Transfer Contract for every equity interest transfer contract in form and content satisfactory to Party A and/or the Designee(s) with respect to each transfer with the Sole Corporation Party A and/or each Designee (if whichever is applicable) the Designee according to ), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice.Notice regarding the Optioned Interests;
1.4.4 Existing Shareholders shall, within thirty (30) days after receipt of the relevant Parties shall Equity Interest Purchase Option Notice, execute all other necessary contracts, agreements or documentsdocuments with relevant parties, obtain all necessary government permits approvals and approvals permits, and take all necessary actions actions, so as to transfer the valid ownership of the Optioned Interests to the Sole Corporation Party A and/or the Designees under the circumstances that there is no additional Designee(s), unencumbered by any security interests, and cause the Sole Corporation and/or the Designees to become the registered owners of the Optioned Interests. For the purpose of this Article and this Agreement, the “Security Interests” shall include securities, mortgages, third party’s rights or interests, any purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other guarantee arrangement; but for sake of clarity, it does not include any security interest created by this Agreement and the Share Pledge Agreement. The “Share Pledge Agreement” specified in this Article and this Agreement refers to the Share Pledge Agreement executed by the Sole Corporation, the Shareholders and the Company on the date of this Agreement. (“Share Pledge Agreement”)Party A
Appears in 2 contracts
Samples: Exclusive Option Agreement (KE Holdings Inc.), Exclusive Option Agreement (KE Holdings Inc.)