Permitted Transfer Procedures. (a) If any Party wishes to Transfer its Company Securities to a Permitted Transferee pursuant to Section 8.02(a), it shall give notice to the JV of its intention to make such a Transfer not less than ten (10) Business Days prior to effecting such Transfer, which notice shall state the name and address of each Permitted Transferee to whom such Transfer is proposed, the relationship of such Permitted Transferee to such transferring Shareholder, and the number of Shares proposed to be Transferred to such Permitted Transferee. (b) In the event that a Permitted Transferee holding any Company Securities ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Shareholder received such Shares, as the case may be (an “Unwinding Event”): (i) the relevant initial transferring Shareholder shall promptly notify the JV of the occurrence, or expected occurrence, of such Unwinding Event; and (ii) prior to or upon such Unwinding Event, or failing which, as soon as practicable thereafter, such initial transferring Shareholder shall, and shall cause the relevant Permitted Transferee to, take all actions necessary to effect a Transfer of the Shares held by the relevant Permitted Transferee back to such Shareholder or to another Person that qualifies as a Permitted Transferee of such initial transferring Shareholder.
Appears in 2 contracts
Sources: Joint Venture Agreement, Joint Venture Agreement (The9 LTD)
Permitted Transfer Procedures. (a) If any Party Shareholder wishes to Transfer its Company Securities Shares to a Permitted Transferee pursuant to Section 8.02(a)2.2, it such Shareholder shall give notice to the JV Company of its intention to make such a Transfer not less than ten (10) Business Days prior to effecting such Transfer, which notice shall state the name and address of each Permitted Transferee to whom such Transfer is proposed, the relationship of such Permitted Transferee to such transferring Shareholder, and the number of Shares proposed to be Transferred to such Permitted Transferee.
(b) In the event that a Permitted Transferee holding any Company Securities Shares ceases to qualify, or expects to cease to qualify, as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Shareholder received such Shares, as the case may be (an “Unwinding Event”):
(i) the relevant initial transferring Shareholder shall promptly notify the JV Company and the Major Shareholders and the Significant Shareholder of the occurrence, or expected occurrence, of such Unwinding Event; and
(ii) prior to or upon such Unwinding Event, or failing which, as soon as practicable thereafter, such initial transferring Shareholder shall, and shall cause the relevant Permitted Transferee to, take all actions necessary to effect a Transfer of the Shares held by the relevant Permitted Transferee back to such Shareholder or to another Person that qualifies as a Permitted Transferee of such initial transferring Shareholder.
Appears in 1 contract
Sources: Shareholder Agreement (iQIYI, Inc.)