Common use of Transfer of Optioned Interests Clause in Contracts

Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option by the Sole Corporation: 1.4.1 the Shareholders shall instruct the Company to convene a shareholders meeting in time, at which a resolution shall be adopted to approve the Shareholder’s transfer of the Optioned Interests to the Sole Corporation and/or the Designees. 1.4.2 the Shareholders shall obtain written statements from the other shareholders of the Company in which such shareholders shall agree with such transfer and to waive the right of first refusal in terms of transferring the Optioned Interests to the Sole Corporation and/or the Designee s from the Shareholders. 1.4.3 the Shareholders shall execute an Equity Transfer Contract for every transfer with the Sole Corporation and/or (if applicable) the Designee according to the provisions of this Agreement and the Equity Interest Purchase Option Notice. 1.4.4 the relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government permits and approvals and take all necessary actions to transfer the valid ownership of the Optioned Interests to the Sole Corporation and/or the Designees under the circumstances that there is no additional security interests, and cause the Sole Corporation and/or the Designees to become the registered owners of the Optioned Interests. For the purpose of this Article and this Agreement, the “Security Interests” shall include securities, mortgages, third party’s rights or interests, any purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other guarantee arrangement; but for sake of clarity, it does not include any security interest created by this Agreement and the Share Pledge Agreement. The “Share Pledge Agreement” specified in this Article and this Agreement refers to the Share Pledge Agreement executed by the Sole Corporation, the Shareholders and the Company on the date of this Agreement. (“Share Pledge Agreement”)

Transfer of Optioned Interests. For each exercise of the Equity Interest Purchase Option by the Sole Corporation: 1.4.1 the Shareholders shall instruct the Company to convene a shareholders meeting in time, at which a resolution shall be adopted to approve the Shareholder’s transfer of the Optioned Interests to the Sole Corporation and/or the Designees. 1.4.2 the Shareholders shall obtain written statements from the other shareholders of the Company Company, in which such shareholders shall agree with such to the transfer and to waive the right of first refusal in terms of transferring the Optioned Interests to the Sole Corporation and/or the Designee s Designees from the Shareholders. 1.4.3 the Shareholders shall execute an Equity Transfer Contract for every transfer with the Sole Corporation and/or (if applicable) the Designee Designee, according to the provisions of this Agreement and the Equity Interest Purchase Option Notice. 1.4.4 in the circumstances that there are no additional security interests, the relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government permits and approvals and take all necessary actions to transfer the valid ownership of the Optioned Interests to the Sole Corporation and/or the Designees under the circumstances that there is no additional security interests, and cause the Sole Corporation and/or the Designees to become the registered owners of the Optioned Interests. For the purpose of this Article and this Agreement, the “Security Interests” shall include securities, mortgages, third party’s rights or interests, any purchase right, acquisition right, right of first refusal, right to offset, ownership retention or other guarantee arrangement; but for sake of clarity, it does not include any security interest created by this Agreement and the Share Pledge Agreement. The “Share Pledge Agreement” specified in this Article and this Agreement refers to the Share Pledge Agreement executed by the Sole Corporation, the Shareholders and the Company on the date of this Agreement. (“Share Pledge Agreement”)