Common use of Assignment Price Clause in Contracts

Assignment Price. 4.1 According to the Loan Agreement (hereinafter referred to as the “loan agreement”) signed by the Existing Shareholders and the WFOE on 18 July 2018, the Existing Shareholders owe a debt totaling RMB10 million to the WFOE. Therefore, the parties hereby agree that the assignment price of the option equity of each Existing Shareholder shall be equivalent to the amount of the corresponding debt owed by each Existing Shareholder to the WFOE under the Loan Agreement at the material time; nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than such debt amount, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the Existing Shareholders shall jointly exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of such debt amount in accordance with the PRC laws and regulations. When the WFOE exercises the purchase option granted to the Existing Shareholders, the WFOE shall have the right to pay the assignment price by directly canceling the debts owed by the Existing Shareholders to the WFOE at the material time. The ratio of the cancelled debt to the total debt owed by the Existing Shareholders at the material time shall be equivalent to the ratio of the equity assigned by the Existing Shareholders to the total equity held by them in the Company. 4.2 The parties hereby agree that the assignment price of the assets of the Company shall be RMB One (1); nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than the said price, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the Company shall exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of RMB One (1) in accordance with the PRC laws and regulations.

Appears in 2 contracts

Sources: Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD), Exclusive Purchase Option Agreement (Kingsoft Cloud Holdings LTD)