Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest pursuant to this Agreement, each time the option is exercised:
1.4.1 Party B shall ask Party C to convene a shareholders’ meeting. During the meeting, a resolution, for Party B to transfer Equity Interest to Party A and/or the Designated Persons, shall be made, and Party B shall sign a confirmation letter waiving the first right of refusal for other equity interests in Party C;
1.4.2 Party B shall, pursuant to the terms and conditions of this Agreement and the Purchased Equity Interest Notices, enter into an equity interest transfer agreement with Party A and/or the Designated Persons (as applicable) for each transfer;
1.4.3 The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite governmental approvals and consents, and conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and have Party A and/or the Designated Persons be the registered owner of the Purchased Equity Interest at administration for industry and commerce. In this clause and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, the rights or interests of third parties, any equity interest purchase right, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements. It does not include any security interest subject to the Equity Pledge Agreement.
1.4.4 Party B and Party C shall unconditionally assist Party A in obtaining the governmental approvals, permits, registrations, filings and complete all necessary formalities for obtaining the Purchase Equity Interest.
Transfer of the Purchased Equity Interest. Up[on each exercise of the Option rights under this Agreement:
1.4.1 The Transferor shall ask Party C to convene a shareholders’ meeting. During the meeting, the resolutions shall be proposed, approving the transfer of the appropriate Equity Interest to Party A and/or the Designated Persons;
1.4.2 The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest purchase agreement in a form reasonably acceptable to Party A, with Party A and/or the Designated Persons (as applicable);
1.4.3 The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and cause Party A and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this clause and this Agreement, “Security Interest” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, however, it does not include any security interest created under the Equity Pledge Agreement.
Transfer of the Purchased Equity Interest. Every time upon Party A's performance of the Purchase Right of Equity Interest:
(a) Party B shall urge Party C to convene the shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons;
(b) Party B shall, upon the terms and conditions of this Contract and the Notice of Purchase of Equity Interest, enter into Equity Interest Transfer Contract with Party A (or, in applicable situation, the Designated Persons);
(c) The related parties shall execute all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, without any security interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and (or) the Designated Person, and to cause Party A and (or) the Designated Person to be the registered owner of the Purchased Equity Interest. For this Section and this Contract, "Security Interest" has
Transfer of the Purchased Equity Interest. Every time upon Party A's performance of the Purchase Right of Equity Interest:
(a) Party B shall supervise and urge Party C to convene the shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons;
(b) Party B shall, upon the terms and conditions of this Contract and the Notice of Purchase of Equity Interest, enter into Equity Interest Transfer Contract with Party A (or, in applicable situation, the Designated Persons);
(c) The related parties shall execute all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, without any security interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Person, and to cause Party A and/or the Designated Person to be the registered owner of the Purchased Equity Interest. For this Section and this Contract, "Security Interest" has the meaning of security, mortgage, right or interest of the third party, any purchase right of equity interest, right of acquisition, prior purchase right, right of set-off, ownership detainment or other security arrangements. To further define the meaning, it does not include any security interest subject to this Contract or the equity interest pledge contract of Party B. As described in this Section and this Contract, "the Equity Interest Pledge Contract of Party B" has the meaning of the Equity Interest Pledge Contract entered into by Shanghai Huitong Information Co., Ltd. and Party B dated as of the execution date of this Contract. According to the said Contract, to secure Party C to perform the obligations subject to the Exclusive Technology Consulting and Service Agreement entered into between Party C and Shanghai Huitong Information Co., Ltd., Party B pledges all its equity interest in Party C to Shanghai Huitong Information Co., Ltd..
Transfer of the Purchased Equity Interest. At each exercise of the Option:
1.4.1 The Transferor shall, in accordance the terms and conditions of this Agreement and the Option Notice in connection with the Purchased Equity Interest, enter into an equity transfer agreement with Party A and/or the Designated Persons (as applicable) for each transfer in a substance and form satisfactory to Party A;
1.4.2 The Transferor shall execute all other requisite contracts, agreements or documents, obtain all requisite government approvals and consents, and take all necessary actions to unconditionally transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons free of any security interest, and cause Party A and/or the Designated Persons to be the registered owner(s) of the Purchased Equity Interest. For purpose of this Section 1.4.2 and this Agreement, “Security Interest” includes without limitation guaranty, mortgage, pledge, third-party right or interest, any share option, right of acquisition, right of first refusal, right of set-off, ownership retention or other security arrangements. However, it does not include any security interest arising under the Equity Pledge Agreement.
Transfer of the Purchased Equity Interest. For each exercise of the Call Option by Party A and/or its designee:
(1) Party B shall cause Party C to promptly convene a meeting of Board of Shareholders, at which a resolution shall be adopted approving Party B’s transfer of the Purchased Equity to Party A and/or its designee;
(2) Party B shall sign with Party A and/or (if applicable) its designee an equity transfer contract and other relevant legal documents with respect to each transfer in accordance with this Agreement and the Call Option Notice;
(3) The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the amendments to Party C’s Articles of Association), obtain all necessary internal approvals, authorizations, government approvals, licenses, consents and permits, and take all necessary actions, without bearing any Security Interest, so as to transfer to Party A and/or its designee the valid title to the Purchased Equity free of any Security Interest and cause Party A and/or its designee to be the registered owner(s) of the Purchased Equity (subject to the completion of the corresponding industrial and commercial registration). For the purposes of this paragraph and this Agreement, “Security Interest” shall include any security, mortgage, third party’s right or interest, stock purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, for clarity, it does not include any security interest arising from this Agreement and the Equity Interest Pledge Agreement. The “Equity Interest Pledge Agreement” as used in this paragraph and this Agreement refers to the Equity Interest Pledge Agreement signed by Party A, Party B and Party C on the date of this Agreement, whereby Party B shall pledge all the equity held by it in Party C to Party A for the purpose of guaranteeing Party C’s performance of its obligations under the Exclusive Business Cooperation Agreement (the “Business Cooperation Agreement”) signed by Party C and Party A on the date of this Agreement, the Power of Attorney (the “Power of Attorney”) signed by all Parties on the date of this Agreement, the letter of proxy issued by Party B on the date of this Agreement and this Agreement.
Transfer of the Purchased Equity Interest. Every time upon Party A’s performance of the Purchase Right of Equity Interest:
(a) Party B shall supervise and urge Party C to convene the shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons;
(b) Party B shall, upon the terms and conditions of this Contract and the Notice of Purchase of Equity Interest, enter into Equity Interest Transfer Contract with Party A (or, in applicable situation, the Designated Persons);
(c) The related parties shall subscribe all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, without any security interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Person, and make Party A and/or the Designated Person become the registered owner of the Purchased Equity Interest. For this Section and this Contract, “Security Interest” refers to security, mortgage, right or interest of the third party, any option, right of acquisition, prior purchase right, right of set-off, ownership detainment or other security arrangements, and for avoidance of doubt, it does not include any security interest subject to this Contract or the equity interest pledge contract of Party B. As described in this Section and this Contract, “the Equity Interest Pledge Contract of Party B” refers to the Equity Interest Pledge Contract entered into by Mtone Wireless Telecommunication (Shanghai) Co., Ltd. and Party B dated as of the signing date of this Contract. According to said Contract, to ensure Party C to perform the obligations subject to the Exclusive Technology Consulting and Service Agreement entered into between Party C and Mtone Wireless Telecommunication (Shanghai) Co., Ltd., Party B pledges all its equity interest in Party C to Mtone Wireless Telecommunication (Shanghai) Co., Ltd.
Transfer of the Purchased Equity Interest. Upon each exercise of the Option rights under this Agreement:
Transfer of the Purchased Equity Interest. Upon the exercise of the Option:
1.4.1 The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest Transfer Agreement with Party A and/or the Designated Persons (as applicable) in form satisfactory to Party A;
1.4.2 The Transferor shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest or other conditions, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and cause Party A and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this Clause and this Agreement, “Security Interest” includes but is not limited to the ensure, mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements. But it does not include any security interest subject to the Equity Pledge Agreement.
Transfer of the Purchased Equity Interest. Every time upon Party A’s exercise of the Purchase Right of Equity Interest:
(a) Party B shall urge Party C to convene the shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons;
(b) Party B shall, upon the terms and conditions of this Contract and the Notice of Purchase of Equity Interest, enter into Equity Interest Transfer Contract with Party A (or, in applicable situation, the Designated Persons);
(c) The related parties shall execute all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, without any security interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated
