Common use of Transfer of the Purchased Equity Interest Clause in Contracts

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.

Appears in 20 contracts

Samples: Equity Interest Purchase Agreement (Ionix Technology, Inc.), Equity Interest Purchase Agreement (Sohu Com Inc), Equity Interest Purchase Agreement (Sohu Com Inc)

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Transfer of the Purchased Equity Interest. After Every time upon Party A provides written notice to purchase equity interest pursuant to this Agreement, each time A’s performance of the option is exercisedPurchase Right of Equity Interest: 1.4.1 (a) Party B shall ask supervise and urge Party C to convene a shareholders’ the shareholders meeting. During , and during the meeting, a resolution, for to pass the decision or resolution to transfer the equity interest from 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 (b) Party B shall, pursuant to upon the terms and conditions of this Agreement agreement and the Purchased Notice of Purchase of Equity Interest NoticesInterest, enter into an equity interest transfer agreement Equity Interest Transfer Agreement with Party A and/or (or, in applicable situation, the Designated Persons Persons); and (as applicablec) for each transfer; 1.4.3 The related parties shall execute all other requisite contracts, agreements or documents, obtain acquire all requisite governmental approvals approval and consentsconsent of the government, and conduct all necessary actionsand, 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 PersonsPerson, and have to cause Party A and/or the Designated Persons Person to be the registered owner of the Purchased Equity Interest at administration for industry and commerceInterest. In For this clause and this Agreementagreement, “Security Interest” includes guaranteeshas the meaning of security, mortgagesmortgage, pledges, right or interest of the rights or interests of third partiesparty, any purchase right of equity interest purchase rightinterest, right of acquisition, right of first refusalprior purchase right, right of set-off, ownership detainment or other security arrangements. It To further define the meaning, it does not include any security interest subject to this agreement or the equity interest pledge contract of Party B. As described in this and this agreement, “the Equity Interest Pledge Agreement. 1.4.4 Agreement of Party B” has the meaning of the Equity Interest Pledge Agreement entered into by Party D and Party B dated as of the execution date of this agreement. According to the said agreement, to secure Party C to perform the obligations subject to the Exclusive Technology Service Agreement entered into between Party C and Party D, Party B pledges all its equity interest in Party C shall unconditionally assist to Party A in obtaining the governmental approvals, permits, registrations, filings and complete all necessary formalities for obtaining the Purchase Equity Interest.D.

Appears in 10 contracts

Samples: Exclusive Purchase Right Agreement (eLong, Inc.), Exclusive Purchase Right Agreement (eLong, Inc.), Exclusive Purchase Right Agreement (eLong, Inc.)

Transfer of the Purchased Equity Interest. After Where Party A provides written notice to purchase equity interest pursuant to this Agreement, each time exercises the option is exercised:Equity Purchase Option, 1.4.1 Party B shall ask cause Party C to timely convene a shareholders’ meeting. During , on which the meeting, a resolution, for resolution that 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, Designee(s) shall be approved; 1.4.2 Party B and have Party A and/or the Designated Persons be Designee(s) (if applicable) shall execute a share transfer agreement for such transfer on each occasion in accordance with the registered owner provisions of this Agreement and the Notice on Exercise; 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary approvals and permits from government authorities and take all necessary actions, to transfer to Party A and/or the Designee(s), valid ownership of the Purchased Equity Interest at administration for industry without any security interest attached, and commerce. In cause Party A and/or the Designee(s) to become the registered owner(s) of the Purchased Equity Interest. 1.4.4 For the purpose of this clause Section and this Agreement, “Security Interestsecurity interest” includes guaranteesany security, mortgagesmortgage, pledges, the third party’s rights or interests of third partiesinterests, any equity interest purchase stock options, acquisition right, right of acquisition, right of first refusal, right of set-offto offset, ownership detainment retention or other security arrangements. It does not include ; for avoidance of any doubt, it shall be deemed to exclude any security interest subject created under this Agreement and Party B’s Equity Pledge Agreement. “Party B’s Equity Pledge Agreement”, for the purpose of this section and this Agreement, shall refer to the Equity Pledge Agreement. 1.4.4 Agreement executed by and among Party A, Party B and Party C shall unconditionally assist as of the date hereof (the “Equity Pledge Agreement”), whereby Party A B pledges all the equity in obtaining Party C to Party A, in order to guarantee Party C’s performance of its obligations under the governmental approvals, permits, registrations, filings Exclusive Business Cooperation Agreement executed by and complete all necessary formalities for obtaining the Purchase Equity Interest.between Party C and Party A.

Appears in 7 contracts

Samples: Exclusive Call Option Agreement (iKang Healthcare Group, Inc.), Exclusive Call Option Agreement (iKang Healthcare Group, Inc.), Exclusive Call Option Agreement (iKang Healthcare Group, Inc.)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest pursuant to this Agreement, each Each time the option Call Option is exercised: 1.4.1 (a) Party B shall ask cause Party C to convene a shareholders’ meetingmeeting in time. During At the meeting, a resolution, for resolution shall be adopted to approve Party B to B’s transfer Equity Interest of equity interest to Party A and/or the Party A’s Designated Persons, shall be madePerson, and Party B shall sign a confirmation letter waiving the to waive its first right of refusal for other on the equity interests in interest transferred by Party C’s other shareholder(s) to Party A and/or Party A’s Designated Person; 1.4.2 (b) Party B shall, pursuant to the terms and conditions of this Agreement and the Purchase Notice in respect of the Purchased Equity Interest NoticesInterest, enter into an equity interest transfer agreement with Party A and/or the Party A’s Designated Persons (as applicable) Person for each transfertransfer in the form attached hereto as Exhibit 1 or any other form accepted by Party A; 1.4.3 (c) The related parties 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, to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Party A’s Designated PersonsPerson without any security interest or other Encumbrances, and have Party A and/or the Party A’s Designated Persons Person be registered as the registered owner of the Purchased Equity Interest at administration Administration for industry Industry and commerceCommerce. In For purposes of this clause paragraph and this Agreement, “Security InterestEncumbrancesincludes mentioned herein include guarantees, mortgages, pledges, the third-party rights or interests of third partiesinterests, any equity interest purchase rightcall option, right of acquisitionpurchase, right of first refusal, right of set-off, ownership detainment or other security arrangements. It does , but for purpose of clarification, shall not include any security interest subject to or encumbrances arising under this Agreement and the Equity Pledge Agreement. The Equity Pledge Agreement mentioned in this paragraph and this Agreement shall mean the Equity Pledge Agreement entered into by and between Party A and Party B as of the date hereof, pursuant to which Party B shall pledge to Party A all its equity interest in Party C to guarantee the performance by Party B and Party C of their obligations under this Agreement, the Loan Agreement and the Technical Consulting and Services Agreement, each entered into by and among the Parties. 1.4.4 (d) Party B and Party C shall unconditionally use its best efforts to assist Party A and Party A’s Designated Person in obtaining the all governmental approvals, permits, registrations, filings and complete completing all formalities necessary formalities for obtaining acquiring the Purchase Purchased Equity Interest.

Appears in 4 contracts

Samples: Exclusive Call Option Agreement (Trip.com Group LTD), Exclusive Call Option Agreement (Trip.com Group LTD), Exclusive Call Option Agreement (Ctrip Com International LTD)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest the Purchase Notice pursuant to this Agreement, each time the option Call Option is exercised: 1.4.1 1.4.1. Party B shall ask and Party C shall cause Party D to convene a shareholders’ meetingmeeting in time. During At the meeting, a resolution, for resolution shall be adopted to approve Party B to and/or Party C’s transfer Equity Interest of the equity interest to Party A and/or the Designated Persons, shall be madePerson, and Party B and/or Party C shall sign a confirmation letter waiving the first right of refusal for on the equity interest so transferred by Party D’s other equity interests in Party Cshareholders; 1.4.2 1.4.2. Party B and Party C shall, pursuant to the terms and conditions of this Agreement and the Purchased Equity Interest NoticesPurchase Notice, enter into an equity interest transfer agreement (whose contents shall be acceptable to Party A and/or the Designated Person) with Party A and/or the Designated Persons (as applicable) Person for each transfer; 1.4.3 1.4.3. The related parties 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 PersonsPerson without any security interest or other encumbrances, and have Party A and/or the Designated Persons Person be registered as the registered owner of the Purchased Equity Interest at administration relevant Administration for industry Industry and commerceCommerce. In this clause article and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, the third-party rights or interests of third partiesinterests, any equity interest purchase rightcall option, 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 under the Equity Interest 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.

Appears in 3 contracts

Samples: Exclusive Equity Option Agreement (Zhaopin LTD), Exclusive Equity Option Agreement (Zhaopin LTD), Exclusive Equity Option Agreement (Zhaopin LTD)

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 reach a shareholders’ meeting. During the meeting, a resolution, timely 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 first 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 and/or the Designated Persons in obtaining the governmental approvals, permits, registrations, filings and complete all necessary formalities for obtaining the Purchase Equity Interest.

Appears in 3 contracts

Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (Changyou.com LTD), Equity Interest Purchase Agreement (Sohu Com Inc)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest 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 the Equity Interest to Party A and/or the Designated PersonsPerson, shall be made, and Party B shall sign a confirmation letter in the form of the sample attached in the Appendix 2 waiving the first right of refusal for other equity interests 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) Person 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 PersonsPerson, and have Party A and/or the Designated Persons Person 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.

Appears in 3 contracts

Samples: Equity Interest Purchase Right Agreement, Equity Interest Purchase Right Agreement (Changyou.com LTD), Equity Interest Purchase Right Agreement (Sohu Com Inc)

Transfer of the Purchased Equity Interest. After Where Party A provides written notice to purchase equity interest pursuant to this Agreement, each time exercises the option is exercised:Equity Purchase Option, 1.4.1 Party B shall ask cause Party C to timely convene a shareholders’ meeting. During , on which the meeting, a resolution, for resolution that 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, Designee(s) shall be approved; 1.4.2 Party B and have Party A and/or the Designated Persons be Designee(s) (if applicable) shall execute a share transfer agreement for such transfer on each occasion in accordance with the registered owner provisions of this Agreement and the Notice on Exercise; 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary approvals and permits from government authorities and take all necessary actions, to transfer to Party A and/or the Designee(s), valid ownership of the Purchased Equity Interest at administration for industry without any security interest attached, and commercecause Party A and/or the Designee(s) to become the registered owner(s) of the Purchased Equity Interest. In For the purpose of this clause Section and this Agreement, “Security Interestsecurity interest” includes guaranteesany security, mortgagesmortgage, pledges, the third party’s rights or interests of third partiesinterests, any equity interest purchase stock options, acquisition right, right of acquisition, right of first refusal, right of set-offto offset, ownership detainment retention or other security arrangements. It does not include ; for avoidance of any doubt, it shall be deemed to exclude any security interest subject created under this Agreement and Party B’s Equity Pledge Agreement. “Party B’s Equity Pledge Agreement”, for the purpose of this section and this Agreement, shall refer to the Equity Pledge Agreement. 1.4.4 Agreement executed by and among Party A, Party B and Party C shall unconditionally assist as of the date hereof (the “Equity Pledge Agreement”), whereby Party A B pledges all the equity in obtaining Party C to Party A, in order to guarantee Party C’s performance of its obligations under the governmental approvals, permits, registrations, filings Exclusive Business Cooperation Agreement executed by and complete all necessary formalities for obtaining the Purchase Equity Interest.between Party C and Party A.

Appears in 2 contracts

Samples: Exclusive Call Option Agreement (iKang Healthcare Group, Inc.), Exclusive Call Option Agreement (iKang Guobin Healthcare Group, Inc.)

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Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest Equity Interest pursuant to this Agreement, each time the option is exercised: 1.4.1 Party B B, as Party C’s shareholder, shall ask Party C to convene make a shareholders’ meeting. During the meeting, a resolution, shareholder’s resolution for Party B to transfer the 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 CPerson; 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) Person 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 PersonsPerson, and have Party A and/or the Designated Persons Person 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 the 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 completing all necessary formalities for obtaining the Purchase Equity Interest.

Appears in 2 contracts

Samples: Equity Interest Purchase Right Agreement (Sohu Com Inc), Equity Interest Purchase Right Agreement (Changyou.com LTD)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest the Purchase Notice pursuant to this Agreement, each time the option Call Option is exercised: 1.4.1 1.4.1. Party B shall ask and Party C shall cause Party D to convene a shareholders’ meetingmeeting in time. During At the meeting, a resolution, for resolution shall be adopted to approve Party B to and/or Party C’s transfer Equity Interest of the equity interest to Party A and/or the Designated Persons, shall be madePerson, and Party B and/or Party C shall sign a confirmation letter waiving the first right of refusal for on the equity interest so transferred by Party D’s other equity interests in Party Cshareholders; 1.4.2 1.4.2. Party B and Party C shall, pursuant to the terms and conditions of this Agreement and the Purchased Equity Interest NoticesPurchase Notice, enter into an equity interest transfer agreement (whose contents shall be acceptable to Party A and/or the Designated Person) with Party A and/or the Designated Persons (as applicable) Person for each transfer; 1.4.3 1.4.3. The related parties 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 PersonsPerson without any security interest or other encumbrances, and have Party A and/or the Designated Persons Person be registered as the registered owner of the Purchased Equity Interest at administration the relevant Administration for industry Industry and commerceCommerce. In this clause article and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, the third-party rights or interests of third partiesinterests, any equity interest purchase rightcall option, 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 under the Equity Interest Pledge Agreement. 1.4.4 1.4.4. Party B B, Party C and Party C D shall unconditionally use its best efforts to assist Party A in obtaining the governmental approvals, permits, registrations, filings and complete all formalities necessary formalities for obtaining the Purchase Purchased Equity InterestInterest to be transferred.

Appears in 2 contracts

Samples: Exclusive Equity Option Agreement (Jufeel International Group), Exclusive Equity Option Agreement (Jufeel International Group)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest the Purchase Notice pursuant to this Agreement, each time the option Call Option is exercised: 1.4.1 1.4.1. Party B shall ask Party C to convene a shareholders’ meetingmeeting in time. During At the meeting, a resolution, for resolution shall be adopted to approve Party B to transfer Equity Interest the equity interest to Party A and/or the Designated Persons, shall be madePerson, and Party B shall sign a confirmation letter waiving the first right of refusal for other on the equity interests in interest so transferred by Party C’s other shareholders; 1.4.2 1.4.2. Party B shall, pursuant to the terms and conditions of this Agreement and the Purchased Equity Interest NoticesPurchase Notice, enter into an equity interest transfer agreement (whose contents shall be acceptable to Party A and/or the Designated Person) with Party A and/or the Designated Persons (as applicable) Person for each transfer; 1.4.3 1.4.3. The related parties 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 PersonsPerson without any security interest or other encumbrances, and have Party A and/or the Designated Persons Person be registered as the registered owner of the Purchased Equity Interest at administration for industry and commerce. In this clause article and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, the third-party rights or interests of third partiesinterests, any equity interest purchase rightcall option, 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 Interest 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.

Appears in 1 contract

Samples: Exclusive Equity Option Agreement (Zhaopin LTD)

Transfer of the Purchased Equity Interest. After Party A provides written notice to purchase equity interest the Purchase Notice pursuant to this Agreement, each time the option Call Option is exercised: 1.4.1 1.4.1. Party B shall ask and/or Party C shall cause Party D to convene a shareholders’ meetingmeeting in time. During At the meeting, a resolution, for resolution shall be adopted to approve Party B to and/or Party C’s transfer Equity Interest of equity interest to Party A and/or the Designated Persons, shall be madePerson, and Party B and/or Party C shall sign a confirmation letter waiving the first right of refusal for on the equity interest so transferred by Party D’s other equity interests in Party Cshareholders; 1.4.2 1.4.2. Party B and Party C shall, pursuant to the terms and conditions of this Agreement and the Purchased Equity Interest NoticesPurchase Notice, enter into an equity interest transfer agreement (whose contents shall be acceptable to Party A and/or the Designated Person) with Party A and/or the Designated Persons (as applicable) Person for each transfer; 1.4.3 1.4.3. The related parties 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 PersonsPerson without any security interest or other encumbrances, and have Party A and/or the Designated Persons Person be registered as the registered owner of the Purchased Equity Interest at administration Administration for industry Industry and commerceCommerce. In this clause article and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, the third-party rights or interests of third partiesinterests, any equity interest purchase rightcall option, 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 under the Equity Interest 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.

Appears in 1 contract

Samples: Exclusive Equity Option Agreement (Zhaopin LTD)

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;; English Translation 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.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement

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