Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law. 3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual designated by it. 3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it. 3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder transferring such Transferred Equity. 3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option. 3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets. 3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are set out in Annex 2 and Annex 3 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 12 contracts
Sources: Exclusive Call Option Agreement (E-House (China) Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawSH MSN, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in SH MSN, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the SH MSN to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawSH Kuantong, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in SH Kuantong, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the SH Kuantong to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawSH Huxin, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in SH Huxin, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the SH Huxin to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawSH Quanshi, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in SH Quanshi, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the SH Quanshi to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawBaifen Creation, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in Baifen Creation, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the Baifen Creation to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions of this Agreementextent permitted by PRC Law, the WFOE Company shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to 3.2 If the terms and conditions of this Agreement and to the extent not in violation of the then-effective then PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from Law permits the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject the Designee(s) to hold all the terms and conditions equity interest of this Agreement and to the extent not in violation of the then-effective PRC LawSH Allyes, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from then the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily elect to exercise all of its Call Option at once, where the Company or the Designee(s) shall accept all the Option Equity from the Shareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold only part of the equity in SH Allyes, the Company shall have the right to determine the amount of the Transferred Equity to be transferred within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the “Shareholding Limit”), where the Company Shareholders to or the WFOE and/or any other entity or individual designated by it. The Company Shareholders Designee(s) shall respectively transfer accept such amount of the Transferred Equity to from the WFOE and/or any other entity or individual designated by it in Shareholder. In the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to latter case, the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine exercise its Call Option at multiple times in line with the specific Company Assets gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to be transferred ultimately acquiring all the Option Equity.
3.3 At each Exercise of Option by the Company Company, the Shareholder shall transfer their respective equity in the SH Allyes to the WFOE and/or any other entity Company or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it Designee(s) respectively in accordance with the WFOE’s requirementamount required by the Company. The WFOE and/or any other entity Company or individual designated by it the Designee(s) shall pay the Transfer Price to the Company with respect to Shareholder for the Transferred Assets acquired at Equity accepted in each Exercise of Option.
3.6. At 3.4 In each Exercise of Option, the WFOE Company may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.5 On deciding each Exercise of Option, the WFOE Company shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 as Appendix II hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity Company or individual designated by the WFOE Designee(s) in such method as described in Article 3.4 or Article 3.5 hereof.3.3
Appears in 4 contracts
Sources: Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD), Call Option Agreement (Focus Media Holding LTD)
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Existing Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Existing Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are set out in Annex 2 and Annex 3 hereto). The Company Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 3 contracts
Sources: Exclusive Call Option Agreement (Leju Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-then effective PRC Law, the WFOE shall have the right to, at any time, request to acquire all or part of the Transferred Equity Company’s equity from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-then effective PRC Law, the WFOE shall have the right to, at any time, request to acquire all or part of the Transferred Company Assets from the Company by itself or through any other entity or individual designated by it.
3.4. 3.4 With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to which shall be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder Existing Shareholders transferring such Transferred Equity.
3.5. 3.5 With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to which shall be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with as per the requirements of the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. 3.6 At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. 3.7 Having decided each Exercise of Option, the WFOE shall issue to the Company Existing Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the hereinafter referred to as “Exercise Notice”, the form of which are is set out in Annex 2 II and Annex 3 III hereto). The Company Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith make a one-time transfer of all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 3 contracts
Sources: Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC LawAgreement, the WFOE shall have the right to, at any time, request require the Existing Shareholders to acquire transfer all or part of the Transferred Equity from equity of the Company Shareholders by itself to WFOE or through any other entity or individual designated by itWFOE, to the extent permitted by the then-current PRC Law.
3.3. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC LawAgreement, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from require the Company by itself to transfer all or through part of the Company Assets to WFOE or any other entity or individual designated by itWFOE to the extent permitted by the then-current PRC Law.
3.4. 3.4 With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity equity to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested required by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Existing Shareholder transferring such Transferred Equity.
3.5. 3.5 With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the according to WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. 3.6 At each Exercise of Option, the WFOE may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided 3.7 On deciding each Exercise of Option, the WFOE shall issue to the Company Existing Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (hereinafter, the “Exercise Notice”), the form of which are is set out in as Annex 2 and or Annex 3 hereto). The Company Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Company Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereofherein.
Appears in 3 contracts
Sources: Exclusive Call Option Agreement (LAIX Inc.), Exclusive Call Option Agreement (LAIX Inc.), Exclusive Call Option Agreement (LingoChamp Inc.)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. 3.4 With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Existing Shareholder transferring such Transferred Equity.
3.5. 3.5 With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. 3.6 At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. 3.7 Having decided each Exercise of Option, the WFOE shall issue to the Company Existing Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are set out in Annex 2 and Annex 3 hereto). The Company Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in one go in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 3 contracts
Sources: Exclusive Call Option Agreement (Jupai Holdings LTD), Exclusive Call Option Agreement (Jupai Holdings LTD), Exclusive Call Option Agreement (Jupai Holdings LTD)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawLaws, the WFOE is entitled to determine the specific timing, method and number of times of its Exercise of Option at its absolute discretion.
3.2. 3.2 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Equity acquisition of all or part of the equity interests in the Company from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Assets acquisition of all or part of the Company’s assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to 3.4 As for the Equity Transfer Option, at upon each Exercise of Option, the WFOE shall have be entitled to determine at its sole discretion the right to arbitrarily determine the amount number of the Transferred Equity equity interests to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it during such Exercise of Option. The Existing Shareholders shall transfer to the WFOE and/or other entity or individual designated by it the Target Equity Interests in the amount such number as requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to regarding the Transferred Target Equity Interests acquired at during each Exercise of Option to the Company Shareholder Existing Shareholders transferring such Transferred Equitythe Target Equity Interests.
3.5. With regard 3.5 As for the Equity Transfer Option, upon each Exercise of Option, the WFOE may acquire the Target Equity Interests by itself or designate any third party to acquire all or part of such Target Equity Interests.
3.6 As for the Asset Purchase Option, at upon each Exercise of Option, the WFOE shall have the right be entitled to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with during such Exercise of Option. The Company shall transfer to the WFOE and/or other entity or individual designated by it such Transferrable Assets as requested by the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to regarding the Company with respect to the Transferred Transferrable Assets acquired at during each Exercise of OptionOption to the Company.
3.6. At 3.7 As for the Asset Purchase Option, upon each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Transferrable Assets by itself or designate at its discretion any qualified third party to acquire all or part of the Transferred Equity or Transferred such Transferrable Assets.
3.7. Having decided each 3.8 Each time the WFOE decides to carry out its Exercise of Option, it shall give an Equity Transfer Option exercise notice to the WFOE shall issue Existing Shareholders or an Asset Purchase Option exercise notice to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the collectively “Exercise Notice”, the form forms of which are set out in Annex Schedules 2 and Annex 3 heretoto this Agreement). The Company Upon receipt of an Exercise Notice, the Existing Shareholders or the Company shall, upon receipt of based on the Exercise NoticeNotice and in the way prescribed in Section 3.4 (applicable to the Equity Transfer Option) or Section 3.6 (applicable to the Asset Purchase Option) of this Agreement, forthwith immediately transfer all the Transferred Target Equity Interests or Transferred the Transferrable Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by it in the WFOE number prescribed in such method as described in Article 3.4 or Article 3.5 hereofthe Exercise Notice on a one-off basis.
Appears in 2 contracts
Sources: Exclusive Purchase Right Agreement (OneSmart International Education Group LTD), Exclusive Purchase Right Agreement (OneSmart International Education Group LTD)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawLaws, the WFOE is entitled to determine the specific timing, method and the number of times its Exercise of Option at its absolute discretion.
3.2. 3.2 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Equity acquisition of all or part of the equity interests in the Company from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Assets acquisition of all or part of the Company’s assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to 3.4 As for the Equity Transfer Option, at upon each Exercise of Option, the WFOE shall have be entitled to determine at its sole discretion the right to arbitrarily determine the amount number of the Transferred Equity equity interests to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it during such Exercise of Option. The Existing Shareholders shall transfer to the WFOE and/or other entity or individual designated by it the Target Equity Interests in the amount such number as requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to regarding the Transferred Target Equity Interests acquired at during each Exercise of Option to the Company Shareholder Existing Shareholders transferring such Transferred Equitythe Target Equity Interests.
3.5. With regard 3.5 As for the Equity Transfer Option, upon each Exercise of Option, the WFOE may acquire the Target Equity Interests by itself or designate any third party to acquire all or part of such Target Equity Interests.
3.6 As for the Asset Purchase Option, at upon each Exercise of Option, the WFOE shall have the right be entitled to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with during such Exercise of Option. The Company shall transfer to the WFOE and/or other entity or individual designated by it such Transferrable Assets as requested by the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to regarding the Company with respect to the Transferred Transferrable Assets acquired at during each Exercise of OptionOption to the Company.
3.6. At 3.7 As for the Asset Purchase Option, upon each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Transferrable Assets by itself or designate at its discretion any qualified third party to acquire all or part of the Transferred Equity or Transferred such Transferrable Assets.
3.7. Having decided each 3.8 Each time the WFOE decides to carry out its Exercise of Option, it shall give an Equity Transfer Option exercise notice to the WFOE shall issue Existing Shareholders or an Asset Purchase Option exercise notice to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the collectively “Exercise Notice”, the form forms of which are set out in Annex Schedules 2 and Annex 3 heretoto this Agreement). The Company Upon receipt of an Exercise Notice, the Existing Shareholders or the Company shall, upon receipt of based on the Exercise NoticeNotice and in the way prescribed in Section 3.4 (applicable to the Equity Transfer Option) or Section 3.6 (applicable to the Asset Purchase Option) of this Agreement, forthwith immediately transfer all the Transferred Target Equity Interests or Transferred the Transferrable Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by it in the WFOE number prescribed in such method as described in Article 3.4 or Article 3.5 hereofthe Exercise Notice on a one-off basis.
Appears in 2 contracts
Sources: Exclusive Purchase Right Agreement (OneSmart International Education Group LTD), Exclusive Purchase Right Agreement (OneSmart International Education Group LTD)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawLaws, the WFOE is entitled to determine the specific timing, method and number of times of its Exercise of Option at its absolute discretion.
3.2. 3.2 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Equity acquisition of all or part of the equity interests in the Company from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and Agreement, to the extent not in violation contravention of the then-effective then PRC LawLaws, the WFOE shall have the right to, be entitled to request at any time, request to acquire time the Transferred Assets acquisition of all or part of the Company’s assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to 3.4 As for the Equity Transfer Option, at upon each Exercise of Option, the WFOE shall have be entitled to determine at its sole discretion the right to arbitrarily determine the amount number of the Transferred Equity equity interests to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it during such Exercise of Option. The Existing Shareholders shall transfer to the WFOE and/or other entity or individual designated by it the Target Equity Interests in the amount such number as requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to regarding the Transferred Target Equity Interests acquired at during each Exercise of Option to the Company Shareholder Existing Shareholders transferring such Transferred Equitythe Target Equity Interests.
3.5. With regard 3.5 As for the Equity Transfer Option, upon each Exercise of Option, the WFOE may acquire the Target Equity Interests by itself or designate any third party to acquire all or part of such Target Equity Interests.
3.6 As for the Asset Purchase Option, at upon each Exercise of Option, the WFOE shall have the right be entitled to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with during such Exercise of Option. The Company shall transfer to the WFOE and/or other entity or individual designated by it such Transferrable Assets as requested by the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to regarding the Company with respect to the Transferred Transferrable Assets acquired at during each Exercise of OptionOption to the Company.
3.6. At 3.7 As for the Asset Purchase Option, upon each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Transferrable Assets by itself or designate at its discretion any qualified third party to acquire all or part of the Transferred Equity or Transferred such Transferrable Assets.
3.7. Having decided each 3.8 Each time the WFOE decides to carry out its Exercise of Option, it shall give an Equity Transfer Option exercise notice to the WFOE shall issue Existing Shareholders or an Asset Purchase Option exercise notice to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the collectively “Exercise Notice”, the form forms of which are set out in Annex 2 Schedules 3 and Annex 3 hereto4 to this Agreement). The Company Upon receipt of an Exercise Notice, the Existing Shareholders or the Company shall, upon receipt of based on the Exercise NoticeNotice and in the way prescribed in Section 3.4 (applicable to the Equity Transfer Option) or Section 3.6 (applicable to the Asset Purchase Option) of this Agreement, forthwith immediately transfer all the Transferred Target Equity Interests or Transferred the Transferrable Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by it in the WFOE number prescribed in such method as described in Article 3.4 or Article 3.5 hereofthe Exercise Notice on a one-off basis.
Appears in 2 contracts
Sources: Exclusive Purchase Right Agreement (OneSmart International Education Group LTD), Exclusive Purchase Right Agreement (OneSmart International Education Group LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions extent permitted by Laws of this AgreementChina, the WFOE CETL shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at 3.2 At each Exercise of OptionOption by CETL, the WFOE Shareholder shall have transfer his respective equity in the right BEZL to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE CETL and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it respectively in accordance with the WFOE’s requirementamount required in the Exercise Notice stipulated in Article 3.4. The WFOE and/or any CETL and other entity or individual designated by it shall pay the Transfer Price to the Company with respect to Shareholder who has transferred the Transferred Assets acquired at Equity for the Transferred Equity accepted in each Exercise of Option. CETL shall have the right to elect to pay the purchase price by settlement of certain credits held by it or its affiliates to the Shareholder.
3.6. At 3.3 In each Exercise of Option, the WFOE CETL may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.4 On deciding each Exercise of Option, the WFOE CETL shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise NoticeEXERCISE NOTICE”, the form of which are is set out in Annex 2 and Annex 3 as Appendix I hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE CETL and/or any other entity or individual designated by the WFOE CETL in such method as described in Article 3.4 3.2 herein.
3.5 The Shareholder hereby undertakes and guarantees that once CETL issues the Exercise Notice in respect to the specific Transferred Equity of the BEZL held by it:
(1) it shall immediately hold or Article 3.5 hereofrequest to hold a Shareholder’ meeting of the BEZL and adopt a resolution through the Shareholder’ meeting, and take all other necessary actions to agree to the transfer of all the Call Option to CETL and/or other entity or individual designated by it at the Transfer Price and waive the possible preemption;
(2) it shall immediately enter into an equity transfer agreement with CETL and/or other entity or individual designated by it for transfer of all the Transferred Equity to CETL and/or other entity or individual designated by it at the Transfer Price; and
(3) it shall provide CETL with necessary support (including providing and executing all the relevant legal documents, processing all the procedures for government approvals and registrations and bearing all the relevant obligations) in accordance with the requirements of CETL and of the laws and regulations, in order that CETL and/or other entity or individual designated by it may take all the Transferred Equity free from any legal defect.
3.6 At the meantime of this Agreement, the Shareholder shall respectively enter into a power of attorney (hereinafter the “POWER OF ATTORNEY”, the form of which is set out as Appendix II hereto), authorizing in writing any person designated by CETL to, on behalf of such Shareholder, to enter into any and all of the legal documents in accordance with this Agreement so as to ensure that CETL and/or other entity or individual designated by it take all the Transferred Equity free from any legal defect. Such Power of Attorney shall be delivered for custody by CETL and CETL may, at any time if necessary, require the Shareholder to enter into multiple copies of the Power of Attorney respectively and deliver the same to the relevant government department.
Appears in 2 contracts
Sources: Call Option Agreement (Ezagoo LTD), Call Option Agreement (Ezagoo LTD)
Method of Exercise of Option. 3.1. Subject to 3.1 To the terms and conditions extent permitted by Laws of this AgreementChina, the WFOE CETL shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC LawOption.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at 3.2 At each Exercise of OptionOption by CETL, the WFOE Shareholder shall have transfer his respective equity in the right HEZL to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE CETL and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it respectively in accordance with the WFOE’s requirementamount required in the Exercise Notice stipulated in Article 3.4. The WFOE and/or any CETL and other entity or individual designated by it shall pay the Transfer Price to the Company with respect to Shareholder who has transferred the Transferred Assets acquired at Equity for the Transferred Equity accepted in each Exercise of Option. CETL shall have the right to elect to pay the purchase price by settlement of certain credits held by it or its affiliates to the Shareholder.
3.6. At 3.3 In each Exercise of Option, the WFOE CETL may acquire accept the Transferred Equity or Transferred Assets by itself or designate any third party to acquire accept all or part of the Transferred Equity or Transferred AssetsEquity.
3.7. Having decided 3.4 On deciding each Exercise of Option, the WFOE CETL shall issue to the Company Shareholders or the Company Shareholder a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Call Option (hereinafter the “Exercise Notice”"EXERCISE NOTICE", the form of which are is set out in Annex 2 and Annex 3 as Appendix I hereto). The Company Shareholders or the Company Shareholder shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE CETL and/or any other entity or individual designated by the WFOE CETL in such method as described in Article 3.4 3.2 herein.
3.5 The Shareholder hereby undertakes and guarantees that once CETL issues the Exercise Notice in respect to the specific Transferred Equity of the HEZL held by it:
(1) it shall immediately hold or Article 3.5 hereofrequest to hold a Shareholder' meeting of the HEZL and adopt a resolution through the Shareholder' meeting, and take all other necessary actions to agree to the transfer of all the Call Option to CETL and/or other entity or individual designated by it at the Transfer Price and waive the possible preemption;
(2) it shall immediately enter into an equity transfer agreement with CETL and/or other entity or individual designated by it for transfer of all the Transferred Equity to CETL and/or other entity or individual designated by it at the Transfer Price; and
(3) it shall provide CETL with necessary support (including providing and executing all the relevant legal documents, processing all the procedures for government approvals and registrations and bearing all the relevant obligations) in accordance with the requirements of CETL and of the laws and regulations, in order that CETL and/or other entity or individual designated by it may take all the Transferred Equity free from any legal defect.
3.6 At the meantime of this Agreement, the Shareholder shall respectively enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the form of which is set out as Appendix II hereto), authorizing in writing any person designated by CETL to, on behalf of such Shareholder, to enter into any and all of the legal documents in accordance with this Agreement so as to ensure that CETL and/or other entity or individual designated by it take all the Transferred Equity free from any legal defect. Such Power of Attorney shall be delivered for custody by CETL and CETL may, at any time if necessary, require the Shareholder to enter into multiple copies of the Power of Attorney respectively and deliver the same to the relevant government department.
Appears in 2 contracts
Sources: Call Option Agreement (Ezagoo LTD), Call Option Agreement (Ezagoo LTD)
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Equity from the Company Existing Shareholders by itself or through any other entity or individual designated by it.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Existing Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Existing Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Existing Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Existing Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (hereinafter, the “Exercise Notice”, the form of which are is set out in Annex 2 and Annex 3 hereto). The Company Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 2 contracts
Sources: Exclusive Call Option Agreement (E-House (China) Holdings LTD), Exclusive Call Option Agreement (China Real Estate Information Corp)
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the under PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual so designated by itthe WFOE.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Assets from the Company by itself or through any other entity or individual so designated by itthe WFOE.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder Shareholders transferring such Transferred Equity.
3.5. 3.5 With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. 3.6 At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. 3.7 Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are is set out in Annex Appendix 2 and Annex Appendix 3 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 2 contracts
Sources: Exclusive Call Option Agreement (Global Mofy Metaverse LTD), Exclusive Call Option Agreement (Global Mofy Metaverse LTD)
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the under PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual so designated by itthe WFOE.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Assets from the Company by itself or through any other entity or individual so designated by itthe WFOE.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder Shareholders transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are is set out in Annex Appendix 2 and Annex Appendix 3 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 1 contract
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the under PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual so designated by itthe WFOE.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Assets from the Company by itself or through any other entity or individual so designated by itthe WFOE.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder Shareholders transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are is set out in Annex Appendix 2 and Annex Appendix 3 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 1 contract
Sources: Exclusive Call Option Agreement (Sancai Holding Group Ltd.)
Method of Exercise of Option. 3.1. 3.1 Subject to the terms and conditions of this Agreement, the WFOE [E-House Entity] shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law.
3.2. 3.2 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE [E-House Entity] shall have the right to, at any time, request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual designated by it.
3.3. 3.3 Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE [E-House Entity] shall have the right to, at any time, request to acquire the Transferred Assets from the Company by itself or through any other entity or individual designated by it.
3.4. 3.4 With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE [E-House Entity] shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE [E-House Entity] and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE [E-House Entity] and/or any other entity or individual designated by it in the amount requested by the WFOE[E-House Entity]. The WFOE [E-House Entity] and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder transferring such Transferred Equity.
3.5. 3.5 With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE [E-House Entity] shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE [E-House Entity] and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE [E-House Entity] and/or any other entity or individual designated by it in accordance with the WFOE[E-House Entity]’s requirement. The WFOE [E-House Entity] and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. 3.6 At each Exercise of Option, the WFOE [E-House Entity] may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. 3.7 Having decided each Exercise of Option, the WFOE [E-House Entity] shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, the form of which are set out in Annex 2 and Annex 3 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE [E-House Entity] and/or any other entity or individual designated by the WFOE [E-House Entity] in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 1 contract
Sources: Exclusive Call Option Agreement (E-House (China) Holdings LTD)
Method of Exercise of Option. 3.1. Subject to the terms and conditions of this Agreement, the WFOE shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the under PRC Law.
3.2. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Equity from the Company Shareholders by itself or through any other entity or individual so designated by itthe WFOE.
3.3. Subject to the terms and conditions of this Agreement and to the extent not in violation of the then-effective PRC Law, the WFOE shall have the right toright, at any time, to request to acquire the Transferred Assets from the Company by itself or through any other entity or individual so designated by itthe WFOE.
3.4. With regard to the Equity Transfer Option, at each Exercise of Option, the WFOE shall have the right to arbitrarily determine the amount of the Transferred Equity to be transferred by the Company Shareholders to the WFOE and/or any other entity or individual designated by it. The Company Shareholders shall respectively transfer the Transferred Equity to the WFOE and/or any other entity or individual designated by it in the amount requested by the WFOE. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price with respect to the Transferred Equity acquired at each Exercise of Option to the Company Shareholder transferring such Transferred Equity.
3.5. With regard to the Asset Purchase Option, at each Exercise of Option, the WFOE shall have the right to determine the specific Company Assets to be transferred by the Company to the WFOE and/or any other entity or individual designated by it. The Company shall transfer the Transferred Assets to the WFOE and/or any other entity or individual designated by it in accordance with the WFOE’s requirement. The WFOE and/or any other entity or individual designated by it shall pay the Transfer Price to the Company with respect to the Transferred Assets acquired at each Exercise of Option.
3.6. At each Exercise of Option, the WFOE may acquire the Transferred Equity or Transferred Assets by itself or designate any third party to acquire all or part of the Transferred Equity or Transferred Assets.
3.7. Having decided each Exercise of Option, the WFOE shall issue to the Company Shareholders or the Company a notice for exercising the Equity Transfer Option or a notice for exercising the Asset Purchase Option (the “Exercise Notice”, ,” the form of which are is set out in Annex 2 Appendix ▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ 4, Appendix 5 and Annex 3 Appendix 6 hereto). The Company Shareholders or the Company shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity or Transferred Assets in accordance with the Exercise Notice to the WFOE and/or any other entity or individual designated by the WFOE in such method as described in Article 3.4 or Article 3.5 hereof.
Appears in 1 contract