Transfer Optioned Equity Interests or Optioned Organizer’s Interests. At each exercise of the Equity Interest Call Option by Party A, 1) Party B shall cause Party C to timely hold a shareholders meeting, at which a resolution shall be made to approve Party B to transfer the Optioned Equity Interests to Party A and/or the third party designated by it; 2) Party B shall enter into an equity interests transfer contract for each transfer with Party A and/or (if applicable) the third party designated by it pursuant to this Agreement and the Equity Interest Call Notice; and 3) The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the amendments to the articles of association), obtain all necessary internal approvals, authorities, governmental approvals, licenses, consents and permits (including but not limited to the business licenses), and take all necessary actions, to transfer the valid title of the Optioned Equity Interests to Party A and/or the designee and cause Party A and/or the designee to become the registered owner of the Optioned Equity Interests, free from any Security Interest. For the purposes of this paragraph and this Agreement, the “Security Interest” includes mortgage, pledge and any security over third party rights or interests, including any equity interest call option, acquisition right, right of first refusal, set-off right, ownership retention or other security arrangements; for the avoidance of doubt, it does not include any Security Interest incurred under this Agreement and the Equity Interests Pledge Agreement.
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Samples: Exclusive Call Option Agreement (Four Seasons Education (Cayman) Inc.), Exclusive Call Option Agreement (Four Seasons Education (Cayman) Inc.), Exclusive Call Option Agreement (Four Seasons Education (Cayman) Inc.)
Transfer Optioned Equity Interests or Optioned Organizer’s Interests. At each exercise of the Equity Interest Call Option by Party A,
(1) Party B shall cause Party C to timely hold a shareholders meeting, at which a resolution shall be made to approve Party B to transfer the Optioned Equity Interests to Party A and/or the third party designated by it;
(2) Party B shall enter into an equity interests transfer contract for each transfer with Party A and/or (if applicable) the third party designated by it pursuant to this Agreement and the Equity Interest Call Notice; and
(3) The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the amendments to the articles of association), obtain all necessary internal approvals, authorities, governmental approvals, licenses, consents and permits (including but not limited to the business licenses), and take all necessary actions, to transfer the valid title of the Optioned Equity Interests to Party A and/or the designee and cause Party A and/or the designee to become the registered owner of the Optioned Equity Interests, free from any Security Interest. For the purposes of this paragraph and this Agreement, the “Security Interest” includes mortgage, pledge and any security over third party rights or interests, including any equity interest call option, acquisition right, right of first refusal, set-off right, ownership retention or other security arrangements; for the avoidance of doubt, it does not include any Security Interest incurred under this Agreement and the Equity Interests Pledge Agreement.. At each exercise of the Organizer’s Interest Call Option by Party A,
Appears in 1 contract
Samples: Exclusive Call Option Agreement (Four Seasons Education (Cayman) Inc.)