Common use of Exercise Conditions Clause in Contracts

Exercise Conditions. During the Exercise Period, where Party A deems it necessary and the law of the PRC at that time permits to purchase the equities or assets of Party C, Party A may immediately exercise the Equity Purchase Option or the Assets Purchase Option, and purchase the Object Equities or Object Assets. Party A shall have the right to choose to exercise either the Equity Purchase Option or the Assets Purchase Option; and the exercise of the Equity Purchase Option will not affect the exercise of the Assets Purchase Option and vice versa. 3.1 Exercise price for Equity Purchase Option ("Exercise Price for Equity Purchase Option") For Party A to exercise the Equity Purchase Option, the purchase price of the Object Equities shall be negotiated based on the appraisal by an assets evaluation institution mutually agreed upon by Party A and the Kingold Shareholders. If the applicable PRC laws imposes other restrictions on the purchase price of the Object Equities or otherwise amends the applicable law at the time when Party A exercise the Equity Purchase Option, all Parties agree that the purchase price shall be set at the lowest price permitted by the applicable laws. 3.2 Exercise price for Assets Purchase Option ("Exercise Price for Assets Purchase Option") For Party A to exercise the Assets Purchase Option, the purchase price of the Object Assets shall be negotiated based on the appraisal by an assets evaluation institution mutually agreed upon by Party A and Party C If the applicable PRC laws impose other restrictions on the purchase price of the Object Assets or otherwise amends the applicable law at' the time when Party A exercise the Assets Purchase Option, all Parties agree that the purchase price shall be set at the lowest price permitted by the applicable laws.

Exercise Conditions. During Warrants shall only be exercisable and may only be exercised to the Exercise Periodextent permitted by and in accordance with applicable law and only if, where Party A deems it necessary and with respect to any Warrant on any date on which such Warrant is to be exercised by the law Holder thereof, (1) (a) the Company shall have a registration statement in effect 1 [Warrant Price to equal the per share price at which Knology actually issues common stock in any public offering or private placement the proceeds of which are used to fund the acquisition of the PRC Verizon Business.] under the Securities Act covering the issuance and sale of the Warrant Stock to be issued upon exercise of such Warrant (a “Warrant Exercise Registration Statement”), Knology shall not have suspended the use of such registration statement at the time of such exercise, and a then-current prospectus relating to the Warrant Stock shall be delivered to such exercising Holder, or (b) the sale of the Warrant Stock to be issued upon exercise of such Warrant shall be exempt from the registration requirements of the Securities Act, and (ii) such Warrant Stock shall have been registered or qualified or shall be deemed to be exempt from the registration or qualification requirements of, the securities laws of the state of residence of the exercising Holder. By delivering a Notice of Exercise, a Holder represents and warrants to the Company that time permits to purchase its acquisition of Warrant Stock shall not result in a violation of applicable law by the equities or assets of Party C, Party A may immediately exercise the Equity Purchase Option Company or the Assets Purchase OptionHolder. Without limiting the foregoing, and purchase if, at the Object Equities or Object Assets. Party A time of exercise of a Warrant, there is not in effect a Warrant Exercise Registration Statement, the Holder shall have the right to choose to exercise either the Equity Purchase Option or the Assets Purchase Option; and the be deemed, by means of exercise of the Equity Purchase Option will not affect Warrant, to represent to the Company that any Warrant Stock to be acquired by such Holder upon exercise of the Assets Purchase Option Warrant will be acquired for its own account, for investment purposes, and vice versa. 3.1 Exercise price not with a view to, or for Equity Purchase Option ("Exercise Price for Equity Purchase Option") For Party A to exercise the Equity Purchase Optionsale in connection with, the purchase price any distribution thereof in violation of the Object Equities shall Securities Act or any other securities laws that may be negotiated based on applicable and that such Holder (w) is an “accredited investor” within the appraisal by an assets evaluation institution mutually agreed upon by Party A meaning of Regulation D under the Securities Act, (x) has had access to such information regarding the business and the Kingold Shareholders. If the applicable PRC laws imposes other restrictions on the purchase price finances of the Object Equities or otherwise amends Company and such other matters with respect to the applicable law at Company that a reasonable person would consider in evaluating the time when Party A exercise transactions contemplated hereby, (y) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the Equity Purchase Optionmerits and risks of its investment in the Warrant Stock and is capable of bearing the economic risks of such investment, all Parties agree including a complete loss of its investment in the Warrant Shares and (z) believes that its investment in the purchase price shall Warrant Stock would be set at suitable for it based upon its objectives and financial needs, and such Holder has adequate means for providing for its current financial needs and business contingencies and has no present need for liquidity of investment with respect to the lowest price permitted by the applicable lawsWarrant Stock. 3.2 Exercise price for Assets Purchase Option ("Exercise Price for Assets Purchase Option") For Party A to exercise the Assets Purchase Option, the purchase price of the Object Assets shall be negotiated based on the appraisal by an assets evaluation institution mutually agreed upon by Party A and Party C If the applicable PRC laws impose other restrictions on the purchase price of the Object Assets or otherwise amends the applicable law at' the time when Party A exercise the Assets Purchase Option, all Parties agree that the purchase price shall be set at the lowest price permitted by the applicable laws.