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SEC Filings

SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document

Execution Version



Acquisition Transaction” means any transaction or series of transactions involving the following items:


(a)               Any merger, consolidation, share swap, combination of business, issuance of securities, acquisition of securities, tender offer, offer for share exchange, or other similar transactions, in which (i) the Company or any of its subsidiaries is a party to the transaction; (ii) one person or a group (as defined in the Exchange Act or the regulations made under this Act) composed of two or more persons, directly or indirectly, acquires the beneficial interest or the registered ownership of more than 15% of the outstanding securities of the securities with voting rights of any class of the Company or any of its subsidiaries; or (iii) the Company or any of its subsidiaries issues or sells more than 15% of its outstanding securities of any class of voting securities of the Company or any of its Subsidiaries; or


(b)               Any sale (except the sale of inventory in the normal business operation), lease (except the lease in normal business operation), exchange, transfer (except the sale of inventory in stock in the normal business operation), license (except the nonexclusive licensing in normal business operation), acquisition or disposition (except those in relation to liquidation or winding up of the Company or any of its subsidiaries) of any one or more business item or assets that constitute or make up 15% or more of the consolidated net income, net earnings or assets of the Company and its subsidiary.


Board” means the board of directors


Business day” means any day other than those days on which the banks within New York City in New York State are required or permitted to close.


CFIUS” means Committee on Foreign Investment in the United States.


Closing” means refer to Article 2.2.


Closing Date” means refer to Article 2.2.


Code” means the  Internal Revenue Code of 1986 of the USA, as amended.


Company”: refer to the recitals of this Agreement.


Company’s IP” means any and all intellectual property owned, used or held for use by the Company or any of the Subsidiaries.


Company’s SEC Document” means the documents submitted for filing (not furnished) after the date of 14 May 1996 by the Company in accordance with the Securities Act, Exchange Act and the regulations and rules of SEC.


Confidentiality Agreement” means the confidentiality agreement entered into by the Company and the Purchaser.


Consent” means any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).


Proposed Transaction” means any transaction proposed in accordance with and subject to the terms of this Agreement and other transaction agreements.


Contract” means any agreement, contract, subcontract, lease, understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, or undertaking or committee made in written or oral form or other forms.