Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B, as a shareholder, shall transfer the Optioned Interest to Party A and/or Designee, the 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 execute share transfer agreement for each transfer with Party A and/or Designee (when applicable) in accordance with this Agreement and the Equity Interest Purchase Option Notice; 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 and Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C 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 C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.
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Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.), Exclusive Option Agreement (ChinaCache International Holdings Ltd.)
Transfer of Optioned Interests. For each Party A’s 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, as a shareholder, shall ’s transfer of the Optioned Interest Interests to Party A and/or Designee, the decision of which shall be in writing, and shall be signed by Party B and be kept with Party CDesignee(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 share an equity interest transfer agreement for contract with respect to each transfer with Party A and/or each Designee (when whichever is applicable) ), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option NoticeNotice regarding the Optioned Interests;
1.4.3 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 and Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C 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 C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.other
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Samples: Exclusive Option Agreement (Tencent Music Entertainment Group)
Transfer of Optioned Interests. For each Party A’s 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, as a shareholder, shall ’s transfer of the Optioned Interest Interests to Party A and/or Designee, the decision of which shall be in writing, and shall be signed by Party B and be kept with Party CDesignee(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 share an equity interest transfer agreement for contract with respect to each transfer with Party A and/or each Designee (when whichever is applicable) ), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option NoticeNotice regarding the Optioned Interests;
1.4.3 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 Agreement, Party B’s Equity Interest Pledge Agreement, and Party B’s Share Pledge AgreementPower of Attorney. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C 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 C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.Equity
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, as a shareholder, shall transfer the Optioned Interest to Party A and/or Designee, the 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 execute share transfer agreement for each transfer with Party A and/or Designee (when applicable) in accordance with this Agreement and the Equity Interest Purchase Option Notice;
1.4.3 Before exercising the Equity 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 and Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C 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 C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.other
Appears in 1 contract
Samples: Exclusive Option Agreement (ChinaCache International Holdings Ltd.)