Common use of Transfer of Purchased Equity Clause in Contracts

Transfer of Purchased Equity. At each exercise of the Equity Call Option by Party A: 1.4.1 Party B shall cause Party C to timely convene the shareholders’ meeting, on which, a resolution shall be adopted to approve the transfer of the Purchased Equity from Party B to Party A and/ or the Designee; 1.4.2 Party B shall enter into an equity transfer contract with Party A and/or (where applicable) the Designee for each transfer in accordance with the provisions of this Agreement and the Equity Purchase Notice; 1.4.3 The relevant parties shall sign all other requisite contracts, agreements or documents (including but not limited to the amendment to the articles of association), obtain all requisite licenses and permits from the government (including but not limited to the business license of the company), and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of any security interest and cause Party A and/or the Designee to be the registered owner of the Purchased Equity. For the purpose of this clause and this Agreement, “Security Interest” includes guarantee, mortgage, third-party right or interest, any share option, right to acquire, right of first refusal, right of offset, retention of title or other security arrangements; and for the sake of clarity, excludes any security interest created under this Agreement and Party B’s Share Pledge Agreement. The “Party B’s Share Pledge Agreement” mentioned in this clause and this Agreement refers to the share pledge agreement entered into by Party A, Party B and Party C on the date hereof (“Share Pledge Agreement”), whereby Party B pledges all equity of Party C held by Party B to Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”).

Transfer of Purchased Equity. At each exercise of the Equity Call Option by Party A: 1.4.1 Party B shall cause Party C to timely convene the shareholders’ meeting, on which, a resolution shall be adopted to approve the transfer of the Purchased Equity from Party B to Party A and/ or the Designee; 1.4.2 Party B shall enter into an equity transfer contract with Party A and/or (where applicable) the Designee for each transfer in accordance with the provisions of this Agreement and the Equity Purchase Notice; 1.4.3 The relevant parties shall sign all other requisite contracts, agreements or documents (including but not limited to the amendment to the articles of association), obtain all requisite licenses and permits from the government (including but not limited to the business license of the company), and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of any security interest and cause Party A and/or the Designee to be the registered owner of the Purchased Equity. For the purpose of this clause and this Agreement, “Security Interest” includes guarantee, mortgage, third-party right or interest, any share option, right to acquire, right of first refusal, right of offset, retention of title or other security arrangements; and for the sake of clarity, security interest excludes any security interest created under this Agreement and Party B’s Share Pledge Agreement. The “Party B’s Share Pledge Agreement” mentioned in this clause and this Agreement refers to the share pledge agreement entered into by Party A, Party B and Party C on the date hereof (“Share Pledge Agreement”), whereby Party B pledges all equity of Party C held by Party B to Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”).

Transfer of Purchased Equity. At each exercise of Each time when exercising the Equity Call Option by Party APurchase Option: 1.4.1 (a) Party B shall cause Party C to timely convene the shareholders’ meeting, on which, pass a resolution shall be adopted to approve the its transfer of the Purchased Equity from Party B equity to Party A and/ or and/or any of the DesigneePerson(s) Designated by Party A and sign a confirmation letter to agree to waive the right of first refusal to the equity transfer; 1.4.2 (b) For each transfer, Party B shall enter into sign an equity transfer contract agreement with Party A and/or (where applicablethe Person(s) the Designee for each transfer Designated by Party A in accordance with the provisions of this the Agreement and the Purchase Notice with respect to the Purchased Equity Purchase Notice;in the format as specified in Appendix I hereof, or other format as agreed by Party A. 1.4.3 (c) The relevant parties Parties concerned shall sign all other requisite contractsnecessary agreements, agreements or documents (including but not limited to the amendment to the articles of association)documents, obtain all requisite licenses necessary government approval and permits from the government (including but not limited to the business license of the company), consent and take all necessary actions, so as actions to transfer grant the valid ownership of the Purchased Equity Equity, free from any security interest or other encumbrance, to Party A and/or the Designee free of any security interest Person(s) Designated by Party A and cause make Party A and/or the Designee to Person(s) Designated by Party A be the registered owner of the Purchased EquityEquity in relevant industrial and commercial administrative department. For the purpose purposes of this clause Article 1.4 and this the Agreement, “Security Interestencumbrance” includes shall include guarantee, mortgage, third-pledge, third party right rights or interestinterests, any share optionEquity Purchase Options, right to acquirepurchase rights, right of first refusal, right of offset, retention of title ownership or other security arrangements; and arrangements etc. However, for the sake of clarity, excludes it shall not include any security interest created or encumbrance arising under this the Agreement and Party B’s Share the Equity Interest Pledge Agreement. The “Party B’s Share Equity Interest Pledge Agreement” mentioned Agreement specified in this clause Article 1.4 and this the Agreement refers to the share pledge agreement entered into Equity Interest Pledge Agreement signed by and among Party A, Party B and Party C on the date hereof (“Share Pledge same day as the Agreement”). According to that agreement, whereby Party B pledges all equity of Party C held by Party B to Party A for the purpose of guaranteeing all its equity in Party C to guarantee Party B and Party C’s performance of the their obligations under the Exclusive Business Cooperation Agreement by and between the Service Agreement; (d) Party B and Party C and shall unconditionally make their best efforts to assist Party A entered into on and/or the date hereof (“Exclusive Business Cooperation Agreement”)Person(s) Designated by Party A in completing all government approvals, permits, registrations, filings and all necessary procedures to acquire the Purchased Equity.

Transfer of Purchased Equity. At For each exercise of the Equity Call Purchase Option by Party A: 1.4.1 Party B shall cause Party C to timely promptly convene the a shareholders’ meeting, on which, at which a resolution shall be adopted approving Party B’s transfer of the Purchased Equity to approve 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 Purchased Equity from by Party B to Party A and/ or and/or the DesigneeDesignee(s) and waiving any right of first refusal with respect thereto; 1.4.2 1.4.3 Party B shall enter into execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (where whichever is applicable) the Designee for each transfer ), in accordance with the provisions of this Agreement and the Equity Purchase NoticeNotice regarding the Purchased Equity, in the form and substance satisfactory to Party A and/or the Designee(s); 1.4.3 The relevant parties shall sign 1.4.4 Party B shall, within thirty (30) days after receipt of the Equity Purchase Notice, execute all other requisite necessary contracts, agreements or documents (including but not limited to the amendment to the articles of association)with relevant parties, obtain all requisite licenses necessary government approvals and permits from the government (including but not limited to the business license of the company)permits, and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of Designee(s), unencumbered by any security interest Security Interests, and cause Party A and/or the Designee Designee(s) to be become the registered owner owner(s) of the Purchased Equity. For the purpose of this clause Section and this Agreement, “Security InterestInterests” includes guaranteeshall include securities, mortgagemortgages, third-party right third party’s rights or interestinterests, any share optionstock options, right to acquireacquisition right, right of first refusal, right of to offset, ownership retention of title or other security arrangements; and for the sake of clarity, excludes but shall be deemed to exclude any security interest created under by this Agreement, Party B’s Equity Pledge Agreement and Party B’s Share Pledge Agreement. The Power of Attorney; “Party B’s Share Equity Pledge Agreement” mentioned as used in this clause and this Agreement refers shall refer to the share pledge agreement entered into 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.; “Share Pledge Agreement”), whereby Party B pledges all equity B’s Power of Party C held Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B to Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”)granting Party A with a power of attorney and any modification, amendment and restatement thereto.

Transfer of Purchased Equity. At For each exercise of the Equity Call Purchase Option by Party A: 1.4.1 Party B shall cause Party C to timely promptly convene the a shareholders’ meeting, on which, at which a resolution shall be adopted approving Party B’s transfer of the Purchased Equity to approve 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 Purchased Equity from by Party B to Party A and/ or and/or the DesigneeDesignee(s) and waiving any right of first refusal with respect thereto; 1.4.2 1.4.3 Party B shall enter into execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (where whichever is applicable) the Designee for each transfer ), in accordance with the provisions of this Agreement and the Equity Purchase NoticeNotice regarding the Purchased Equity, in the form and substance satisfactory to Party A and/or the Designee(s); 1.4.3 The relevant parties shall sign 1.4.4 Party B shall, within thirty (30) days after receipt of the Equity Purchase Notice, execute all other requisite necessary contracts, agreements or documents (including but not limited to the amendment to the articles of association)with relevant parties, obtain all requisite licenses necessary government approvals and permits from the government (including but not limited to the business license of the company)permits, and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of Designee(s), unencumbered by any security interest Security Interests, and cause Party A and/or the Designee Designee(s) to be become the registered owner owner(s) of the Purchased Equity. For the purpose of this clause Section and this Agreement, “Security InterestInterests” includes guaranteeshall include securities, mortgagemortgages, third-party right third party’s rights or interestinterests, any share optionstock options, right to acquireacquisition right, right of first refusal, right of to offset, ownership retention of title or other security arrangements; and , but, for the sake avoidance of claritydoubt, excludes shall be deemed to exclude any security interest created under by this Agreement, Party B’s Equity Pledge Agreement and Party B’s Share Pledge Agreement. The Power of Attorney; “Party B’s Share Equity Pledge Agreement” mentioned as used in this clause and this Agreement refers shall refer to the share pledge agreement entered into 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.; “Share Pledge Agreement”), whereby Party B pledges all equity B’s Power of Party C held Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B to Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”)granting Party A with a power of attorney and any modification, amendment and restatement thereto.

Transfer of Purchased Equity. At For each exercise of the Equity Call Purchase Option by Party A: 1.4.1 Party B shall cause Party C to timely promptly convene the a shareholders’ meeting, on which, at which a resolution shall be adopted approving Party B’s transfer of the Purchased Equity to approve Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholder(s) of Party C giving consent to the transfer of the Purchased Equity from by Party B to Party A and/ or and/or the DesigneeDesignee(s) and waiving any right of first refusal with respect thereto; 1.4.2 1.4.3 Party B shall enter into execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (where whichever is applicable) the Designee for each transfer ), in accordance with the provisions of this Agreement and the Equity Purchase NoticeNotice regarding the Purchased Equity, in the form and substance satisfactory to Party A and/or the Designee(s); 1.4.3 The relevant parties shall sign 1.4.4 Party B shall, within thirty (30) days after receipt of the Equity Purchase Notice, execute all other requisite necessary contracts, agreements or documents (including but not limited to the amendment to the articles of association)with relevant parties, obtain all requisite licenses necessary government approvals and permits from the government (including but not limited to the business license of the company)permits, and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of Designee(s), unencumbered by any security interest Security Interests, and cause Party A and/or the Designee Designee(s) to be become the registered owner owner(s) of the Purchased Equity. For the purpose of this clause Section and this Agreement, “Security InterestInterests” includes guaranteeshall include securities, mortgagemortgages, third-party right third party’s rights or interestinterests, any share optionstock options, right to acquireacquisition right, right of first refusal, right of to offset, ownership retention of title or other security arrangements; and , but, for the sake avoidance of claritydoubt, excludes shall be deemed to exclude any security interest created under by this Agreement, Party B’s Equity Pledge Agreement and Party B’s Share Pledge Agreement. The Power of Attorney; “Party B’s Share Equity Pledge Agreement” mentioned as used in this clause and this Agreement refers shall refer to the share pledge agreement entered into 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.; “Share Pledge Agreement”), whereby Party B pledges all equity B’s Power of Party C held Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B to Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”)granting Party A with a power of attorney and any modification, amendment and restatement thereto.

Transfer of Purchased Equity. At each exercise Party B and Party C shall, within ten days from the date of the issuance of the Equity Call Option Purchase Notice by Party A or any other time limit agreed by Party A:, complete the following procedures and other related procedures (if any): 1.4.1 (a) Party B shall cause Party C to timely promptly convene a meeting of the board of shareholders’ meeting, on which, at which a resolution shall be adopted to approve the approving Party B’s transfer of the Purchased Equity from Party B to Party A and/ or the Designee; 1.4.2 Party B shall enter into an equity transfer contract with Party A and/or (where applicable) the Designee for each transfer in accordance with the provisions of this Agreement and the Equity Purchase Notice; 1.4.3 The relevant parties shall sign all other requisite contracts, agreements or documents (including but not limited to the amendment to the articles of association), obtain all requisite licenses and permits from the government (including but not limited to the business license of the company), and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee Designee(s) and other related matters reasonably requested by Party A, and shall and submit the above written resolution immediately after the meeting to Party A for storage. (b) At the request of Party A, Party B shall, in accordance with the Equity Purchase Notice issued by Party A, sign with Party A (or the Designee(s)) the equity transfer contract and other necessary documents for the transfer of equity (“Equity Transfer Related Documents”) consistent with the requirements of Party A, and shall then submit a copy thereof to Party A for storage; (c) All parties concerned shall sign all other agreements or documents required; (d) Party B shall guarantee that the Purchased Equity are free of any security interest interest, and cause shall deliver the Purchased Equity to Party A and/or the Designee to be the registered owner of the Purchased Equity. For the purpose of this clause and this Agreement, “Security Interest” includes guarantee, mortgage, third-party right or interest, any share option, right to acquire, right of first refusal, right of offset, retention of title or other security arrangements; and for the sake of clarity, excludes any security interest created under this Agreement and Party B’s Share Pledge Agreement. The “Party B’s Share Pledge Agreement” mentioned in this clause and this Agreement refers to the share pledge agreement entered into by Party A, Party B and Party C on the date hereof (“Share Pledge Agreement”), whereby Party B pledges all equity of Party C held by Party B to assist Party A for and/or the purpose of guaranteeing Designee in handling the procedures relating to Party C’s performance register of shareholders and the obligations under registration of equity changes due to the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”)transfer of Equity.

Transfer of Purchased Equity. At each exercise of the Equity Call Option by Party A: 1.4.1 2.1.1 Party B shall cause Party C to timely convene the shareholders’ meeting, on which, a resolution shall be adopted to approve the transfer of the Purchased Equity from Party B to Party A and/ or the Designee; 1.4.2 2.1.2 Party B shall, with respect to its transfer of the Purchased Equity to Party A and/or the Designee, obtain written statement from other shareholder(s) of Party C consenting to such transfer and waving the right of first refusal; 2.1.3 Party B shall enter into an equity transfer contract with Party A and/or (where applicable) the Designee for each transfer in accordance with the provisions of this Agreement Contract and the Equity Purchase Notice;; and 1.4.3 2.1.4 The relevant parties shall sign all other requisite contracts, agreements or documents (including but not limited to the amendment to the articles of association), obtain all requisite licenses government approvals and permits from the government consents (including but not limited to the business license of the company), and take all necessary actions, so as to transfer the valid ownership of the Purchased Equity to Party A and/or the Designee free of any security interest and cause Party A and/or the Designee to be the registered owner of the Purchased Equity. For the purpose of this clause and this AgreementContract, “Security Interestsecurity interest” includes guarantee, mortgage, third-party right or interest, any share option, right to acquire, right of first refusal, right of offset, retention of title or other security arrangements; and for the sake of clarity, excludes any security interest created under this Agreement Contract, Party B’s Equity Pledge Contract and Party B’s Share Pledge AgreementPOA. The “Party B’s Share Equity Pledge AgreementContract” mentioned in this clause paragraph and this Agreement Contract refers to the share pledge agreement entered into Equity Pledge Contract by and among Party A, Party B and Party C on the date hereof (and any amendment, revision or restatement thereto; and “Share Pledge Agreement”), whereby Party B pledges all equity B’s POA” mentioned in this paragraph and this Contract refers to the Power of Party C held Attorney signed by Party B to for authorization of Party A for the purpose of guaranteeing Party C’s performance of the obligations under the Exclusive Business Cooperation Agreement by and between Party C and Party A entered into on the date hereof (“Exclusive Business Cooperation Agreement”)and any amendment, revision or restatement thereto.