Common use of Grant of the Options Clause in Contracts

Grant of the Options. 2.1 In consideration of the grant of the Call Option, and subject to the consummation of the Amended Put SPA Closing, the UNIS Counterparty grants to HPE Cayman a Put Option (at HPE Cayman’s sole and absolute discretion) to require the UNIS Counterparty to purchase the Remaining Shares at the Option Price, on the terms and subject to the conditions of this Agreement. 2.2 Subject to Subclause 2.3, in consideration of the grant of the Put Option, and subject to the consummation of the Amended Put SPA Closing , HPE Cayman hereby grants to the UNIS Counterparty a Call Option (at the UNIS Counterparty’s sole and absolute discretion) to: (a) purchase the Remaining Shares; or (b) designate a third party purchaser of the Remaining Shares provided always that the UNIS Counterparty shall remain liable for the performance of its obligations under this Agreement, in each case at the Option Price and on the terms and subject to the conditions of this Agreement. 2.3 The UNIS Counterparty exercising the Call Option is subject to: (a) if UNIS Counterparty intends to purchase the Remaining Shares itself, the UNIS Counterparty having sufficiently committed Financing for its purchase of all of the Remaining Shares under Subclause 2.2(a) and providing HPE Cayman with sufficient evidence to demonstrate such committed Financing at the time of exercising the Call Option; and (b) if UNIS Counterparty intends to nominate a third party purchaser, HPE Cayman approving, in its sole discretion (not to be unreasonably withheld, delayed or conditioned), the third party purchaser nominated by the UNIS Counterparty under Subclause 2.2(b) to purchase the Remaining Shares. 2.4 The price payable by the UNIS Counterparty for the Remaining Shares shall be the Option Price. 2.5 Subject to the exercise of the Put Option or the Call Option, the total aggregate consideration for all of the Remaining Shares shall be US$ 1,357,128,760.5 in aggregate (the Consideration), being the product of the Option Price multiplied by the aggregate number of Remaining Shares which shall be paid to HPE Cayman at the Closing. 2.6 Subject to the Amended Put Option Closing, the parties agree that: (a) subject to Subclause 2.6(b) and in accordance with the principles set out in Clause 7, the right of first offer mechanism set out in Subclause 16.2(c) of the Shareholders’ Agreement shall be deemed waived by the UNIS Counterparty in respect of HPE Cayman and HPE Cayman shall not be required to first offer any Offered Shares or issue any Transfer Notice to the UNIS Counterparty in relation to any transfer of all of the Remaining Shares to any person (the ROFO Waiver); such waiver shall be effective from the date of the Amended Put Option Closing and irrevocable unless and until Closing occurs and shall lapse and cease to have effect upon Closing or completion of a transfer of all of the Remaining Shares by HPE Cayman to the HPE Cayman Transferee; (b) HPE Cayman shall be entitled to transfer all (but not some) of the Remaining Shares in a single transaction to any person that is not a Restricted Person (the HPE Cayman Transferee) if an Exercise Notice has not been served by the time of such transfer; (c) in the event that the ROFO Waiver applies: (i) the UNIS Counterparty and HPE Cayman agree that certain rights of HPE Cayman under the Shareholders’ Agreement (the HPE Cayman Rights) may be transferred to the HPE Cayman Transferee and certain HPE Cayman Rights shall not be transferred to the HPE Cayman Transferee; and (ii) HPE ▇▇▇▇▇▇ agrees that the Deed of Adherence to be entered into by the HPE Cayman Transferee shall include terms to effect the provisions of Clause 7; (d) this Agreement shall terminate automatically immediately prior to the completion of a transfer of all of the Remaining Shares by HPE Cayman to the HPE Cayman Transferee and in which case the HPE Parties shall promptly notify the UNIS Counterparty of the completion of such share transfer; (e) upon the termination of this Agreement pursuant to Subclause 2.6(d), except for Clause 1, Subclause 5.7(d) and Clauses 11 to 23, all of the provisions of this Agreement shall lapse and cease to have effect; but neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessation.

Grant of the Options. 2.1 In consideration of the grant of Grantee agreeing to enter into the Call OptionSale and Purchase Agreement and, and subject to the consummation completion of the Amended Put SPA ClosingSale and Purchase Agreement in accordance with its terms, 2.1.1 the Grantors hereby grant to the Grantee an irrevocable and, subject to the UNIS Counterparty grants to HPE Cayman a Put Option (at HPE Cayman’s sole and absolute discretion) to require the UNIS Counterparty terms of this Deed, unconditional right to purchase all (but not part only) of the Remaining Option Shares at the Exercise Price (subject to adjustment in Clause 3) at any time during the Option PricePeriod; or 2.1.2 if the Grantee, on whether by itself or through other entities, makes a general offer for the Shares under the Takeovers Code at a price not less than the Acquisition Price during the Option Period, (i) each of the Grantors shall, if required by the Grantee, accept such general offer in relation to the Option Shares, and shall, if required by the Grantee, enter into irrevocable undertakings in the form set out in Schedule 4 (the “Irrevocable Undertaking”) hereof to accept such general offer; (ii) if the general offer becomes unconditional, the Grantors shall receive the final offer price in accordance with the terms and of the general offer; (iii) the Options granted under Clause 2.1.1 shall not be exercised; and (iv) subject to Clause 4.4, the conditions Grantee shall exercise the HC Construction Option at the same time, provided that: (i) the Grantors shall not be required to execute any Irrevocable Undertaking unless the Grantee shall have fulfilled its obligations under Clause 4.4; and (ii) if such general offer does not become wholly unconditional, the Grantee shall have no obligation to purchase any of this Agreementthe Option Shares or the Beijing Huicong Option Equity Interests, notwithstanding any prior exercise of such options; and 2.1.3 each of the Grantors irrevocably and unconditionally undertakes not to sell, transfer, dispose of, charge, encumber or otherwise deal with in any way the relevant Option Shares (or any interest therein) which are legally and/or beneficially owned by them during the Option Period, save with the prior written consent of the Grantee. 2.2 Subject to Subclause 2.3, in consideration of the grant of the Put Option, and subject to the consummation of the Amended Put SPA Closing , HPE Cayman hereby grants to the UNIS Counterparty a Call Option (at the UNIS Counterparty’s sole and absolute discretion) to: (a) purchase the Remaining Shares; or (b) designate a third party purchaser of the Remaining Shares provided always that the UNIS Counterparty shall remain liable for the performance of its obligations under this Agreement, in each case at the Option Price and on the terms and subject to the conditions of this AgreementDeed, the Grantors shall, on exercise of the Options, sell or procure the sale of the Option Shares and the Grantee shall purchase the Option Shares, free from any claim, options, charge, lien, equity, encumbrance, rights of pre-emption or any other third party rights of whatsoever nature together with all rights attached or accruing thereto on and after date of such exercise. 2.3 The UNIS Counterparty exercising All rights (save for the Call voting rights) attached to the Option is subject to: (a) if UNIS Counterparty intends Shares shall accrue to purchase the Remaining Shares itselfGrantee on and from the date of service of an Exercise Notice on each of the Grantors and, following Completion, the UNIS Counterparty having sufficiently committed Financing Grantors shall account to the Grantee for its purchase of all dividends or other distributions of the Remaining Shares under Subclause 2.2(a) Company declared or paid subsequent to the date of service of the Exercise Notices and providing HPE Cayman with sufficient evidence to demonstrate such committed Financing shall exercise all voting and other rights at the time direction of exercising the Call Option; and (b) if UNIS Counterparty intends to nominate a third party purchaser, HPE Cayman approving, in its sole discretion (not to be unreasonably withheld, delayed or conditioned), the third party purchaser nominated by the UNIS Counterparty under Subclause 2.2(b) to purchase the Remaining SharesGrantee. 2.4 The price payable Grantors shall use reasonable endeavours to procure that, until the exercise or expiry of the Options, the Company shall not, save pursuant to any outstanding undertaking, options granted or given by the UNIS Counterparty Company prior to the date of this Deed (including but not limited to options granted under the Pre-IPO Share Option Scheme and the Share Option Scheme as at the date of this Deed [* Material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 14-b2 of the Remaining Shares shall be the Option PriceSecurities Exchange Act of 1934, as amended.]), issue any shares, stock or securities or make any alteration in its share capital. 2.5 Subject The Grantors waive and agree to procure the waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Option Shares under the memorandum and/or articles of association of the Company or otherwise. 2.6 The Grantee shall not be obliged to complete the purchase of the Option Shares unless all Grantors complete the sale of all the Option Shares set out in an Exercise Notice simultaneously and unless (save as provided in Clause 4.4) the sale of the Beijing Huicong Option Equity Interests pursuant to exercise of the Put HC Construction Option or is completed simultaneously with Completion. 2.7 The Grantee shall not make a general offer under the Call Option, Takeovers Code at an offer price less than the total aggregate consideration for all of the Remaining Shares shall be US$ 1,357,128,760.5 in aggregate (the Consideration), being the product of Acquisition Price at any time during the Option Price multiplied by the aggregate number of Remaining Shares which shall be paid to HPE Cayman at the Closing. 2.6 Subject to the Amended Put Option Closing, the parties agree that: (a) subject to Subclause 2.6(b) Period. The Options under Clause 2.1.1 and in accordance with the principles set out in Clause 7, the right of first offer mechanism set out in Subclause 16.2(c) of the Shareholders’ Agreement shall be deemed waived by the UNIS Counterparty in respect of HPE Cayman and HPE Cayman shall not be required to first offer any Offered Shares or issue any Transfer Notice to the UNIS Counterparty in relation to any transfer of all of the Remaining Shares to any person (the ROFO Waiver); such waiver shall be effective from the date of the Amended Put Option Closing and irrevocable unless and until Closing occurs and under Clause 2.1.2 shall lapse and cease to have any effect upon Closing if the Grantee, whether by itself or completion of through other entities, makes a transfer of all of general offer for the Remaining Shares by HPE Cayman to at a price less than the HPE Cayman Transferee; (b) HPE Cayman shall be entitled to transfer all (but not some) of Acquisition Price during the Remaining Shares in a single transaction to any person that is not a Restricted Person (the HPE Cayman Transferee) if an Exercise Notice has not been served by the time of such transfer; (c) in the event that the ROFO Waiver applies: (i) the UNIS Counterparty and HPE Cayman agree that certain rights of HPE Cayman under the Shareholders’ Agreement (the HPE Cayman Rights) may be transferred to the HPE Cayman Transferee and certain HPE Cayman Rights shall not be transferred to the HPE Cayman Transferee; and (ii) HPE ▇▇▇▇▇▇ agrees that the Deed of Adherence to be entered into by the HPE Cayman Transferee shall include terms to effect the provisions of Clause 7; (d) this Agreement shall terminate automatically immediately prior to the completion of a transfer of all of the Remaining Shares by HPE Cayman to the HPE Cayman Transferee and in which case the HPE Parties shall promptly notify the UNIS Counterparty of the completion of such share transfer; (e) upon the termination of this Agreement pursuant to Subclause 2.6(d), except for Clause 1, Subclause 5.7(d) and Clauses 11 to 23, all of the provisions of this Agreement shall lapse and cease to have effect; but neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of either party in respect of damages for non-performance of any obligation under this Agreement falling due for performance prior to such lapse and cessationOption Period.