Common use of Non-Exercise Clause in Contracts

Non-Exercise. Subject to Section 4.2, to the extent the Investors do not elect to participate in the sale of Transfer Shares pursuant to the Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery of the Transfer Notice to each Investor, effect a transfer of the Transfer Shares covered by the Transfer Notice and not elected to be sold by the Investors. Any proposed transfer with any terms and conditions more favorable to the purchasers than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Shareholder, shall be subject to the procedures described in Section 4 and this Section 5.

Appears in 3 contracts

Samples: Shareholders Agreement, Adherence Agreement (LexinFintech Holdings Ltd.), Adherence Agreement (LexinFintech Holdings Ltd.)

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Non-Exercise. Subject to Section 4.24.2 and this Section 5, to the extent the Investors do not elect to participate in the sale of the Transfer Shares pursuant to the First Transfer Notice, the Ordinary Selling Shareholder may, not later than shall have ninety (90) days following Business Days after delivery of the First Transfer Notice to each Investor, effect a transfer of the Transfer Shares covered by the First Transfer Notice and not elected to be sold by the Investors. Any proposed transfer with any on terms and conditions more favorable to the purchasers than those described in the First Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Ordinary Selling Shareholder, shall be subject to the procedures described in Section 4 4.2 and this Section 5.

Appears in 2 contracts

Samples: Shareholders Agreement (Youdao, Inc.), Shareholders Agreement (Youdao, Inc.)

Non-Exercise. Subject to Section 4.2, to the extent the Investors Non-Selling Shareholders do not elect to participate in the sale of Transfer Shares pursuant to the Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery of the Transfer Notice to each InvestorNon-Selling Shareholder, effect a transfer of the Transfer Shares covered by the Transfer Notice and not elected to be sold by the InvestorsNon-Selling Shareholders. Any proposed transfer with any on terms and conditions more favorable to the purchasers than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Shareholder, shall be subject to the procedures described in Section 4 and this Section 5.

Appears in 2 contracts

Samples: Shareholders Agreement (ForU Worldwide Inc.), Shareholders Agreement (ForU Worldwide Inc.)

Non-Exercise. Subject to the provisions of Section 4.24, to the extent the Investors do not elect to participate in the sale event the Investor(s) fail to agree to purchase all of the Transfer Shares pursuant to within the Transfer Noticerespective periods given above, the Selling Transferring Shareholder mayshall, not later than ninety (90) within 90 days following of delivery of the Transfer Notice to each Investorthe Company and the Investors, effect a transfer of Transfer the Transfer Shares covered by the Transfer Notice and not elected to be sold by the Investors. Any proposed transfer with any purchased hereunder, on terms and conditions no more favorable to the purchasers transferee than those described specified in the original Transfer Notice. In the event that the Transferring Shareholder has not sold the Transfer Shares within such 90-day period, as well as any subsequent proposed transfer of the Transferring Shareholder shall not thereafter Transfer any Shares by the Selling Shareholder, shall be subject without again offering such Shares to the procedures described Investors in Section 4 and this Section 5the manner provided in clause (i) above.

Appears in 1 contract

Samples: Shareholders’ Agreement (Cgen Digital Media Co LTD)

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Non-Exercise. Subject to Section 4.2, to To the extent the Investors Co-Sale Rights Holders do not elect to participate in the sale of the Remaining Transfer Shares pursuant to the Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery of the Transfer Notice to each InvestorCo-Sale Rights Holder, effect a transfer of the Transfer Shares covered by the Transfer Notice and not elected to be sold by the InvestorsCo-Sale Rights Holders. Any proposed transfer with any on terms and conditions more favorable to the purchasers than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Shareholder, shall be subject to the procedures described in Section 4 4.2 and this Section 5.

Appears in 1 contract

Samples: Adherence Agreement (So-Young International Inc.)

Non-Exercise. Subject to Section 4.2, to To the extent the Investors do Investor does not elect to participate in the sale of Transfer Shares pursuant to the Transfer Notice, the Selling Shareholder may, not later than ninety (90) days following delivery of the Transfer Notice to each the Investor, effect a transfer of the Transfer Shares covered by the Transfer Notice and not elected to be sold by the InvestorsInvestor. Any proposed transfer with any on terms and conditions more favorable to the purchasers than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Shareholder, shall be subject to the procedures described in Section 4 Sections 5.3 and this Section 55.4.

Appears in 1 contract

Samples: Adherence Agreement (Ninetowns Internet Technology Group Co LTD)

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