Common use of Conferring and Exercise of Purchase Option Clause in Contracts

Conferring and Exercise of Purchase Option. 1.1 Exclusive Purchase Option of the Object Equities. Party B agrees to irrevocably confer Party A the exclusive option to purchase all the equities Party B holds in Party C (“Equity Purchase Option”). 1.1.1 This Agreement is executed on the date first above written and shall take effect as of such date (such day, the “Effective Date”), and subject to earlier termination by Party A, shall continue in effect until the thirtieth anniversary of the Effective Date (the “Initial Term”); provided, that if this Agreement has not been terminated by Party A prior to the end of the Initial Term or a Renewal Term (as the case may be), the term of this Agreement automatically and without any action of any party shall be extended for additional successive ten year periods thereafter (each a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless not less than 30 days prior to the end of the Initial Term or any Renewal Term Party A notifies Party B and Party C in writing that this Agreement shall terminate at the end of the Initial Term or that Renewal Term, as the case may be. In no event shall Party B or Party C have the right to unilaterally terminate this Agreement. 1.1.2 Commencing upon the Effective Date and continuing through the Term of this Agreement (“Exercise Period”), Party A or its Designee shall have the right to purchase all or part of the equities Party B holds in Party C pursuant to the related terms and conditions under this Agreement and at the Exercise Price for Equity Purchase Option (as defined hereunder), provided that the laws of the PRC at that time permits. Party B agrees to enter into an Equity Transfer Agreement (“Equity Transfer Agreement”) with Party A or its Designee in the format. The Exercise Period under this Agreement may be extended by the written consent of Party A before the expiration date. The term of extension shall be determined through mutual agreement by all parties to this Agreement. 1.1.3 Where the laws of the PRC permits and Party A sends the Equity Purchase Exercise Notice (as defined in Subsection 2.2.1), Party B and Party C shall unconditionally cooperate with Party A to carry out the above procedures and transfer all or part of the Object Equities to Party A or its Designee, and transact all necessary formalities such as review and approval, permit, registration and filing. 1.1.4 The Object Equities shall be free of any Security Interest. For the purpose of this Agreement, Security Interest means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, it does not include any security interests created under Equity the Pledge Agreement entered into by Party A and Party B on the same day as this Agreement (“Equity Pledge Agreement”). 1.1.5 During the Exercise Period, if the holding of all or part of the Object Equities by Party B is or will be deemed to violate the applicable laws, Party B and Party C shall immediately send a written notice to Party A to explain the reason in detail.

Conferring and Exercise of Purchase Option. 1.1 Exclusive Purchase Option of the Object Equities. Party B agrees to hereby irrevocably confer confers upon Party A the exclusive option to purchase all the equities Party B holds in Party C (“Equity Purchase Option”). 1.1.1 This Agreement is executed on the date first above written and shall take effect as of such date (such day, the “Effective Date”), and subject to earlier termination by Party A, shall continue in effect until the thirtieth anniversary of the Effective Date (the “Initial Term”); provided, that if this Agreement has not been terminated by Party A prior to the end of the Initial Term or a Renewal Term (as the case may be), the term of this Agreement automatically and without any action of any party shall be extended for additional successive ten year periods thereafter (each a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless not less than 30 days prior to the end of the Initial Term or any Renewal Term Party A notifies Party B and Party C in writing that this Agreement shall terminate at the end of the Initial Term or that Renewal Term, as the case may be. In no event shall Party B or Party C have the right to unilaterally terminate this Agreement. 1.1.2 Commencing upon the Effective Date and continuing through the Term of this Agreement (“Exercise Period”), Party A or its Designee shall have the right to purchase all or part of the equities Party B holds in Party C pursuant to the related terms and conditions under this Agreement and at the Exercise Price for Equity Purchase Option (as defined hereunder), provided that the laws of the PRC at that time permits. Party B agrees to enter into an Equity Transfer Agreement (“Equity Transfer Agreement”) with Party A or its Designee in the format proposed by Party A, unless the laws of the PRC require another format. The Exercise Period under this Agreement may be extended by the written consent of Party A before the expiration date. The term of extension shall be determined date through mutual agreement by all parties to this Agreement. 1.1.3 Where the laws of the PRC permits and Party A sends the Equity Purchase Exercise Notice (as defined in Subsection 2.2.1), Party B and Party C shall unconditionally cooperate with Party A to carry out the above procedures prescribed by Party A or its Designee and transfer all or part of the Object Equities to Party A or its Designee, and transact all necessary formalities such as review and approval, permit, registration and filing. 1.1.4 The Object Equities shall be free of any Security InterestInterest and Party B shall not grant any Security Interest on the Object Equities during the term of this Agreement. For the purpose of this Agreement, Security Interest means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, it does not include any security interests created under the Equity the Pledge Agreement entered into by Party A and Party B on the same day as this Agreement (“Equity Pledge Agreement”). 1.1.5 During the Exercise Period, if the holding of all or part of the Object Equities by Party B is or will be deemed to violate the applicable laws, Party B and Party C shall immediately send a written notice to Party A to explain the reason in detaildetail and shall take such steps to preserve Party A’s right to purchase the Object Equities as Party A shall reasonably request. 1.2 Exclusive Purchase Option to the Object Assets. Party C hereby irrevocably confers upon Party A the exclusive option to purchase all of the assets of Party C (“Assets Purchase Option”). The Equity Purchase Option and the Assets Purchase Option collectively are referred to as “Purchase Option.” 1.2.1 During the Exercise Period, Party A or its Designee shall have the right to purchase all or part of the assets owned by Party C pursuant to the terms and conditions under this Agreement at the Exercise Price for Assets Purchase Option or, in the case of the purchase of less than all the assets, a percentage thereof (as defined hereunder), provided that the laws of the PRC at that time permits. Party C agrees that upon exercise of the Assets Purchase Option, Party C will enter into an assets transfer agreement (“Assets Transfer Agreement”) with Party A or its Designee in the format proposed by Party A or its Designee unless the laws of the PRC require another format. 1.2.2 Where the laws of the PRC permits and Party A sends the Asset Purchase Exercise Notice (as defined in Subsection 2.3.1), Party B and Party C shall unconditionally cooperate with Party A to carry out the above procedures and transfer all or part of the Object Assets to Party A or its Designee, and transact all necessary formalities such as review and approval, permit, registration and filing. 1.2.3 When Party A exercises the Assets Purchase Option, Party B and Party C shall ensure that all other shareholders of Party C, if any, approve the asset transfer under this Agreement.