Common use of Underlying Assets Clause in Contracts

Underlying Assets. 2.1 The Company agrees to and hereby irrevocably and exclusively grants to the Cayman Company without any additional conditions an option to require the Company to transfer all or part of the assets held by the Company (the “Underlying Assets”) to the Cayman Company or its Designated Party to the extent permitted by the laws of China under any circumstance deemed appropriate or necessary by the Cayman Company in its sole discretion (subject to the specific requirements of the Cayman Company) (the “Asset Purchase Option”). 2.2 The Existing Shareholders hereby agree that the Company grants the Asset Purchase Option to the Cayman Company. 2.3 The Cayman Company shall have the right to exercise all or part of its Asset Purchase Option at any time to acquire all or part of the Underlying Assets, and the number of times of exercise is unlimited. 2.4 The Cayman Company shall have the right to designate any third party to acquire all or part of the Underlying Assets, and the Company and the Existing Shareholders shall not refuse to do so and shall transfer all or part of the Underlying Assets to such Designated Party as required by the Cayman Company. 2.5 Prior to the transfer of the Underlying Assets to the Cayman Company or the Designated Party in accordance with this Agreement, the Company and the Existing Shareholders shall not transfer or approve the transfer of the Underlying Shares without the prior written consent of the Cayman Company.