Common use of Transfer of Purchased Equity Interest Clause in Contracts

Transfer of Purchased Equity Interest. When Party A exercises the Equity Interest Purchase 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 Purchased Equity Interest 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 enter into an equity interest transfer contract with respect to each transfer with Party A 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 Purchased Equity Interest; 1.4.4 Party B shall execute all other necessary contracts, agreements or documents with the relevant parties, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Purchased Equity Interest without any security interest to Party A and/or the Designee(s), and cause Party A and/or the Designee(s) to become the registered owner (s) of the Purchased Equity Interest. 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 Pledge Agreement and Party B’s Powers of Attorney. For the purpose of this Agreement, “Party B’s Equity Pledge Agreement” shall refer to the 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.” For the purpose of this Agreement, Party B’s Powers of Attorney shall refer to the Powers of Attorney executed by Party B on the date hereof granting authorization to Party and any modification, amendment and restatement thereto.

Transfer of Purchased Equity Interest. When Each time when Party A exercises the Equity Interest Purchase Option each time,Option: 1.4.1 (a) Party B shall cause Party C to promptly convene a shareholders shareholders’ meeting, at during which a resolution shall be adopted approving to approve transfer of the equity interest to Party A and/or the Designated Person and waiver of its right of first refusal regarding the Purchased Equity Interest by Party B’s ; (b) Party B shall enter into the equity interest transfer agreement in Attachment 1 of this Agreement, or another equity interest transfer agreement acceptable to Party A, with Party A and/or the Designated Person pursuant to the terms and conditions of this Agreement and the Purchase Notice; (c) The Parties shall execute all other contracts, agreements or documents, obtain all governmental approvals and consents, and conduct all actions that are necessary to transfer the ownership of the Purchased Equity Interest to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements Designated Person free 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 enter into an equity interest transfer contract with respect to each transfer with Party A 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 Purchased Equity Interest; 1.4.4 Party B shall execute all other necessary contracts, agreements or documents with the relevant parties, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Purchased Equity Interest without any security interest to Party A and/or the Designee(s), and cause Party A and/or the Designee(s) Designated Person to become be registered as the registered owner (s) of the Purchased Equity Interest. For the purpose of this Section Article and this Agreement, “security interestsSecurity Interest” shall include securitiesincludes guarantees, mortgages, third party’s pledges, third-party rights or interests, any stock optionspurchase option, acquisition rightright of acquisition, right of first refusal, right to offsetof set-off, ownership retention detainment or other security arrangements, but shall be deemed to exclude excludes any security interest created by arising from this Agreement, Party B’s Equity Pledge Agreement and Party B’s Powers of Attorneyor the equity pledge agreement. For the purpose of this Article and this Agreement, the “Party B’s Equity Pledge Agreement” shall refer refers to the Equity Pledge Agreement executed by and equity pledge agreement entered into among Party A, Party B and Party C on the same date hereof as this Agreement. Under the Equity Pledge Agreement, as security for Party B and any modification, amendment and restatement thereto.” For the purpose of Party C to perform its obligations under this Agreement, Party B’s Powers of Attorney shall refer to the Powers of Attorney executed by loan agreement and the Service Agreement, Party B on the date hereof granting authorization has pledged all of its equity interests in Party C to Party A. (d) Party B and any modificationParty C shall unconditionally use its best efforts to assist Party A in obtaining the governmental approvals, amendment permits, registrations, filings and restatement theretocomplete all formalities necessary for the transfer of the Purchased Equity Interest.

Transfer of Purchased Equity Interest. When Party A exercises For each exercise of the Equity Interest Purchase Option each time,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 Purchased Equity Interest to Party A and/or the Designee(sits Nominee(s); 1.4.2 Party B shall obtain written statements from the other shareholders shareholder of Party C giving consent to the transfer of the equity interest Purchased Equity Interest to Party A and/or the Designee(sits Nominee(s) and waiving any right of first refusal related thereto;. 1.4.3 Party B shall enter into execute an equity interest transfer contract with respect to each transfer (each referred to as a “Transfer Contract”) with Party A and/or each Designee the Nominee (whichever is if 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 Purchased Equity Interest; 1.4.4 Party B The relevant Parties shall execute all the other necessary contracts, agreements or documents with the relevant parties(including but not limited to amendments to articles of associations of companies), obtain all necessary government licenses and permits (including but not limited to business licenses of companies), and take all necessary actions to transfer valid ownership of the Purchased Equity Interest without any security interest to Party A and/or the Designee(s)Nominee, unencumbered by any security interests and to cause Party A and/or the Designee(s) Nominee to become the registered owner (s) of the Purchased Equity Interest. For the purpose of this Section Article 1.4.4 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. For the purpose of clarity, but such security interests shall be deemed to exclude any security interest created by under this Agreement, Party B’s Equity Pledge Agreement Agreement, and Party B’s Powers Power of Attorney. For the purpose of this Agreement, “Party B’s Equity Pledge Agreement” as used in this Article 1.4.4 and this Agreement shall refer to the Second Amended and Restated Equity Pledge Agreement executed by and among Party A, Party B B, and Party C on the date hereof May 26, 2017 and any modification, amendment and amendment, or restatement thereto.” For the purpose of this Agreement, . “Party B’s Powers Power of Attorney Attorney” as used in this Article 1.4.4 and this Agreement shall refer to the Powers Power of Attorney executed by Xxxx Xxxx and Xxxx Xxx composing Party B respectively on May 26, 2017 to grant Party A the date hereof granting authorization to Party power of attorney and any modification, amendment and amendment, or restatement thereto.

Transfer of Purchased Equity Interest. When Party A exercises For each exercise of the Equity Interest Purchase Option each time,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 Purchased Equity Interest to Party A and/or the Designee(sits Nominee(s); 1.4.2 Party B shall obtain written statements from the other shareholders shareholder of Party C giving consent to the transfer of the equity interest Purchased Equity Interest to Party A and/or the Designee(sits Nominee(s) and waiving any right of first refusal related thereto;. 1.4.3 Party B shall enter into execute an equity interest transfer contract with respect to each transfer (each referred to as a “Transfer Contract”) with Party A and/or each Designee the Nominee (whichever is if 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 Purchased Equity Interest; 1.4.4 Party B The relevant Parties shall execute all the other necessary contracts, agreements or documents with the relevant parties(including but not limited to amendments to articles of associations of companies), obtain all necessary government licenses and permits (including but not limited to business licenses of companies), and take all necessary actions to transfer valid ownership of the Purchased Equity Interest without any security interest to Party A and/or the Designee(s)Nominee, unencumbered by any security interests and to cause Party A and/or the Designee(s) Nominee to become the registered owner (s) of the Purchased Equity Interest. For the purpose of this Section Article 1.4.4 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. For the purpose of clarity, but such security interests shall be deemed to exclude any security interest created by under this Agreement, Party B’s Equity Pledge Agreement Agreement, and Party B’s Powers Power of Attorney. For the purpose of this Agreement, “Party B’s Equity Pledge Agreement” as used in this Article 1.4.4 and this Agreement shall refer to the Third Amended and Restated Equity Pledge Agreement executed by and among Party A, Party B B, and Party C on the date hereof November 1, 2021 and any modification, amendment and amendment, or restatement thereto.” For the purpose of this Agreement, . “Party B’s Powers Power of Attorney Attorney” as used in this Article 1.4.4 and this Agreement shall refer to the Powers Power of Attorney executed by Xxxx Xxxx (唐健) on November 1, 2021 to grant Party B on A the date hereof granting authorization to Party power of attorney and any modification, amendment and amendment, or restatement thereto.