Transfer of the Target Equity Clause Samples

Transfer of the Target Equity. At each exercise of Call Option by the WFOE: (a) The Existing Shareholders shall cause the Domestic Company to hold the shareholders’ meeting in a timely manner. In the meeting, a resolution on the approval of the transfer of equity from the Existing Shareholders to the WFOE and/or the Designee shall be adopted, and the Existing Shareholders shall sign a written confirmation to waive their right of first refusal toward such transfer of equity by other shareholder of the Domestic Company to the WFOE and/or or any person designated by the WFOE; (b) The Existing Shareholders and the WFOE (or, where applicable, the Designee) shall enter into an equity transfer agreement in accordance with the provisions of this Agreement and the Equity Purchase Notice; (c) The relevant parties shall sign all other requisite contracts, agreements or documents, obtain all requisite government approvals and consents, and take all necessary actions, so as to transfer the valid ownership of the Target Equity to the WFOE and/or the Designee free of any security interest and cause the WFOE and/or the Designee to be the registered owner of the Target Equity. For the purpose of this clause and this Agreement, “security interest” includes guarantees, mortgages, pledges, third-party rights or interests, any share option, right of acquisition, right of first refusal, right of offset, retention of title or other security arrangements. However, for the sake of clarity, it does not include any security interest created from this Agreement or the Equity Pledge Agreement.
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Transfer of the Target Equity. When the Sole Corporation exercises the Equity Purchase Right each time: (a) the Existing Shareholders shall cause the Domestically-funded Company to convene a shareholders’ meeting in a timely manner to adopt a resolution approving the transfer of the equities from the Existing Shareholders to the Sole Corporation and/or the Designated Person; (b) the Existing Shareholders shall enter into an equity transfer agreement with the Sole Corporation (or, where applicable, the Designated Person) in accordance with the provisions of this Agreement and the Notice of Equity Purchase; (c) the relevant parties shall sign all other required contracts, agreements or documents, obtain all required governmental approvals and consents, and take all necessary actions to transfer the effective ownership of the Target Equity to the Sole Corporation and/or the Designated Person without any security interest, and make the Sole Corporation and/or the Designated Person the registered owner of the Target Equity. For the purposes of this Paragraph (c) and this Agreement, “security interest” includes guarantee, mortgage, pledge, third party rights or interests, any share option, acquisition right, preemptive right, right of set-off, retention of ownership or other guarantee arrangements, etc. However, for the sake of clarity, security interest does not include any security interest arising under this Agreement or the Equity Interest Pledge Agreement.
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Transfer of the Target Equity. The Transferor agrees to transfer to Party A, and Party A agrees to receive from the Transferor the transfer of, 49% of the equity interest of the Target Company. Party A shall become the holder of the Target Equity and enjoy the corresponding rights and obligations as a shareholder from the date on which the transfer of the Target Equity is completed (based on the AIC change of registration, the “AIC Registration Date”). After the completion of the transfer of the Target Equity, the Shareholding structure of the Target Company shall be as follows: Shangji Online (Hu Bei) Network Technology Co. Ltd. 100 100 %
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Transfer of the Target Equity. 1.1 Pursuant to this agreement, the Transferor agrees to transfer to the Transferee the Target Equity legally held by him and all related rights and obligations under the ATA Intelligent Learning VIE Agreements and the Supplementary Agreements to ATA Intelligent Learning VIE Agreements (collectively referred to as the “Rights and Obligations under the VIE Agreements”). The Transferee agrees to receive the Target Equity subject to the terms and conditions of this Agreement. 1.2 The Parties agree and confirm unanimously that the transfer price of the Target Equity is RMB 5,000,000 (hereinafter referred to as the “Transaction Consideration"). 1.3 The Parties agree that the Transaction Consideration shall be paid in cash and the payment schedule shall be handled in accordance with the following principles: i. The Transferee shall pay the Transaction Consideration at one time to the account designated by the Transferor, i.e. RMB 5,000,000, within 10 business days following the execution date of this Agreement. 1.4 The Parties agree that all taxes and fees incurred in connection with this transaction shall be borne by each Party respectively.
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Transfer of the Target Equity. As of the Date of Agreement, the Transferor holds 100% equity interest of the Target Company. The Transferor agrees to transfer the Target Equity to the Transferee, and the Transferee agrees to accept the Target Equity, both in accordance with the terms and conditions as stipulated in the Agreement. From the Settlement Date, the Transferee shall become the sole shareholder of the Target Company and the Transferor shall cease to hold any equity interest in the Target Company.
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Transfer of the Target Equity. At each exercise of Call Option by the WFOE issuing an Equity Purchase Notice to the Existing Shareholders: (a) The Existing Shareholders shall issue written statements waiving any right of first refusal with respect to the Target Equity within five (5) business days; (b) The Existing Shareholders shall cause the Domestic Company to promptly convene a shareholders’ meeting within five (5) business days, at which a resolution shall be adopted approving the Existing Shareholders’ transfer of the Target Equity to the WFOE and/or the Designee; (c) The Existing Shareholders shall execute an equity transfer agreement with the WFOE and/or the Designee in accordance with the provisions of this Agreement and the Equity Purchase Notice regarding the Target Equity within five (5) business days; (d) The Domestic Company shall modify or cancel the existing capital contribution certificate held by the Existing Shareholders, and issue a new capital contribution certificate to the WFOE and/or the Designee within five (5) business days. The articles of association of the Domestic Company and the register of the shareholders relating to descriptions of the shareholders and the capital contribution shall be modified accordingly, and the corresponding application for change of registration of the Domestic Company shall be submitted to the registration authorities; (e) other requisite contracts, agreements or documents, obtain all requisite government approvals and consents, and take all necessary actions, so as to transfer the valid ownership of the Target Equity to the WFOE and/or the Designee free of any security interest and cause the WFOE and/or the Designee to be the registered owner of the Target Equity. For the purpose of this clause and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, liens, third-party rights or interests, any share option, right of acquisition, right of first refusal, right of offset, retention of title or other security arrangements, seizure or freezing of the court and others. However, for the sake of clarity, it does not include any Security Interest created from this Agreement or the Equity Pledge Agreement.
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Transfer of the Target Equity. The Transferors agree to transfer to Party A, and Party A agrees to purchase from the Transferors, 51% of the equity interest of the Target Company. Party A shall become the holder of the Target Equity and enjoy the corresponding rights and obligations as a shareholder from the date on which the transfer of the Target Equity is completed (subject to the change of registration with relevant administrative bureau for industry and commerce). After the completion of the transfer of the Target Equity, the shareholding structure of the Company shall be as follows:
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Transfer of the Target Equity. 转让方同意按本协议的条款和条件向受让方出售目标股权，受让方同意按本协议规定的条款和条件购买目标股权。 The Transferor agrees to sell and the Transferee agrees to buy the Target Equity on the terms and conditions set forth in the Agreement.
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Transfer of the Target Equity 
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Related to Transfer of the Target Equity

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.