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SEC Filings

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

Execution Version

 

 

Issued Patent” means all issued patents, re-issued or reviewed patents, revivals of patents, patent for utility models, certificate of invention, patent registration and extensions of patent issued by United States Patent and Trademark Office or other Government Agency, regardless of the nationality or official name of such patents.

 

Knowledge” means, for the Company, Knowledge refers to what the CEO, CFO or general legal counsel of the Company or its subsidiaries actually knows; for the Purchaser, it refers to what the CEO, CFO and the president of the Purchaser actually knows.

 

Litigation” means any action, suit, lawsuit, arbitration, proceeding (including any civil, criminal, administrative, investigation or appeal proceeding), hearing of witness, inquiry, auditing, inspection or investigation initiated, filed, carried out or heard by or otherwise involving any courts or other Government Agency or arbitrator or arbitration court.

 

Legal Requirements” refer to laws, statute law, constitution, rules of common law, resolution, ordinance, code, edict, decree, provisions, rules, decision or requirements of federal, state, local, municipality and foreign country issued, enacted, adopted, promulgated, implemented or otherwise put into effect under the authority or authorization of Government Agencies (or by NASDAQ).

 

License Agreement” means any written or oral Contract licensing any right or interest in or any right to use or utilize any IP, and any alteration of such contracts (including license agreement, sub-license agreement, consultation agreement, research agreement, development agreement, distribution agreement, agreement on permission of use, customer or client contract, agreement for co-existence, waiver of claim and reconciliation, exclusive of sale of product in normal business operation).

 

Lien” means any pledge, lien, guaranty, mortgage, and encumbrance or security interest of any nature.

 

Material Adverse Effect” means any event, condition, circumstance, development, change, effect or matters that, individually or collectively, is or would reasonably be expected to have material adverse effect upon the following items: (i) overall business, conditions (in finance or other respects), assets or operating fruits of the Company or its Subsidiaries taken as a whole; or (ii) the Company’s capacity to complete the Proposed Transaction or perform any of its obligations hereunder; but the above (i) or (ii) is exclusive of any event, condition, circumstance, development, change, effect or matters arising owing to the following reasons: (A) changes in general conditions of economy, regulation or politics, or in general condition in securities, credit loan or financial markets; (B)general change or development of the business in which the Company or its Subsidiaries operate, including any change of Legal Requirements having impact upon such business; (C) Negotiation, execution, announcement, existence or performance of this Agreement or the Proposed Transactions, including (x) any expenses or expenditures incurred in connection therewith, and (y) the impact of the above-mentioned conditions upon clients, suppliers, employees and regulating authorities; (D) The identity of the Purchaser or its Affiliates as the acquirer of the Purchased Shares; (E) The Company’s compliance with this Agreement, or any action taken by the Company under this Agreement or as required or agreed expressly by the Purchaser after the signing date of this Agreement; (F) any terrorist acts, war, natural disaster or events related to weather; (A) change in GAAP or interpretation of GAAP; (H) change in share price or trading volume of common shares (but this (H) item may not be interpreted as “any change, event, circumstance, development, matter or condition that leads to such change in price or trading volume does not constitute or lead to material adverse effect upon the Company” ); (I) failure to realize any internal or publicized forecast, expectation or estimation of revenue or profit for any period or any downward revision forecast thereof (but this (I) item may not be interpreted as “any change, event, circumstance, development, matter or condition that leads to such failure does not constitute or lead to material adverse effect upon the Company”), or (J) any action, litigation, investigation or proceeding initiated or threatened by any holder of the equity of the Company in person or on behalf of the Company on the basis of the principle of derivations in connection with or arising out of any transaction proposed in this article (including the Proposed Transactions contemplated herein), exclusive of any action, litigation, investigation and proceeding initiated or threatened by any senior management officer or director of the Company; in the above items numbered with (A), (B) and (F), however, if the change or development mentioned therein may be reasonably expected to have seriously disproportionate adverse effect upon the whole of the Company and its subsidiaries (compared with other enterprises in the equal size in the same trade), such change or development may not be taken as exceptions.

 

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