Asset Option. Party C hereby irrevocably grants to Party A an option (exercisable one or more times) to purchase or cause any Designated Persons to purchase, to the extent permitted under PRC law, according to the steps determined by Party A, at the price specified in Article 1.3 of this Agreement, and at any time from the Party C or its subsidiaries, a portion of, or all of, the assets of Party C held by Party C or its subsidiaries (the “Asset Option”). No Asset Option shall be granted to any third party other than Party A and/or the Designated Persons. Upon exercise of the Asset Option, Party B and Party C hereby agree to take all actions (including execution and delivery of documents), and to cause Party C to take all actions (including execution and delivery of documents), that are necessary or advisable for Party C to transfer any assets to be transferred by the Asset Option. The term “Option” in this Agreement means either the Equity Option or the Asset Option. The term “
Asset Option. In consideration of entering into this Agreement and the Guaranty attached hereto as Schedule 6.12, the Company hereby grants, on behalf of itself and its Affiliates, to Parent, subject to the terms and conditions set forth in this Section 6.11, the irrevocable rights and options to acquire all of the Company’s and its Affiliates’ rights, title and interest (free and clear of all encumbrances) in and to the Company’s headquarters building located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “HQ Property”) for an amount in cash equal to the RE Consideration (as defined below) (the “Asset Option”). As used herein, RE Consideration shall mean $1.1 billion minus (x) the amount of the indebtedness or other encumbrances or liabilities to which the HQ Property is subject (provided that any such indebtedness, encumbrances or liabilities described in this clause (x) shall only be deducted to the extent Company has not paid and satisfied such indebtedness, encumbrances or liabilities in full prior to the closing of Parent’s or its designee’s acquisition of the HQ Property) (y) any reasonable transaction costs incurred by Parent or its Affiliates in completing the transaction. The Asset Option shall only be exercisable if this Agreement is terminated either (x) by Parent pursuant to Section 8.1(e) or 8.1(f), or (y) (i)(A) by Parent pursuant to Section 8.1(d) or (B) by either Parent or the Company pursuant to Section 8.1(c), and (ii) prior to either such termination an Alternative Proposal shall have been publicly announced or otherwise communicated or made known to the Company (or any person shall have publicly announced, communicated or made known an intention to make an Alternative Proposal), and shall not have been irrevocably withdrawn; in any such case the Asset Option shall each be exercisable at Parent’s discretion from the time of such termination until the date that is six months following the date of such termination. If the Asset Option is exercised, the Company shall promptly take (and cause its applicable Affiliates to take) all necessary actions to vest in Parent or its designee, subject to receipt of the RE Consideration, all right and title, free and clear of all encumbrances, to the asset underlying such option, including as applicable stock certificates, real property transfer documents and any other documents reasonably requested by Parent. The Company further agrees to cooperate (and cause its applicable Affiliates to cooperate) with Parent, and...
Asset Option. 1. Definition
Asset Option. 32 6.12 Guaranty..........................................................33 6.13
Asset Option. Set forth as Schedule 3.13(a) is a list of the Company Bank’s and its subsidiaries’ non-performing assets and Other Real Estate Owned as of March 31, 2011 (together with any assets that become classified as non-performing assets or Other Real Estate Owned after the date hereof and prior to the exercise of the option described in the following sentence, the “Option Assets”), with an aggregate carrying value of $71,339,732 as of March 31, 2011. The Investor shall have the option, exercisable at any time prior to the 60th calendar day after the date hereof, to elect to purchase, or to cause an Affiliate to purchase, from the Company Bank and such subsidiaries all, but not less than all, of the Option Assets (other than those which are subject to a contract to sell as of the date hereof and listed on Schedule 3.13(b) or sold or subject to a contract to sell after the date hereof in accordance with the terms of this Agreement) at a cash purchase price equal to the aggregate net book value of such assets on the books of the Company Bank or any such subsidiary at the time of completion of such sale. In the event that the Investor exercises its option to purchase the Option Assets as described herein, the parties hereto will negotiate in good faith definitive agreements with respect to such purchase as promptly as practicable following such exercise. In no event shall the Company Bank or any subsidiary thereof be required to enter into a definitive agreement with respect to the matters set forth in this Section 3.13 if (i) after negotiating reasonably and in good faith, the parties are unable to agree to the terms thereof (other than with respect to price, which shall be the price provided for in this Section 3.13) or (ii) the Investor has not provided to the Company Bank evidence that it has sufficient funds available to complete the purchase of the Option Assets it has exercised its option to acquire.
