|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
“Trademark” refers to (a) all trademarks, service marks, marks, logo, insignias, design, name or other symbol; (b) application for registration of trademarks, service marks, marks, logo, insignias, design, name or other symbol, and (c) trademarks, service logo, logo, sign, design, name or other symbol that have been registered.
“Transaction Agreement” refers to the shareholder agreement as attached to this Agreement.
2.1. Sales and Purchase of the Purchased Shares.
Subject to the terms and conditions of this Agreement and in reliance upon the respective representations and warranties made by the Parties hereunder, the Company hereby agrees to issue, sell and deliver, and the Purchaser hereby desires to purchase, the Purchased Shares, at the Closing, at the price of USD 1.82 per share ("Purchase Price") with the aggregate Purchase Price of USD 10,000,000.
Subject to the terms and conditions contained herein, the closing of the Purchased Shares (hereinafter referred to as "Closing") shall take place on November 3, 2017 (which is deemed as "Closing Date").
2.3. Deliveries at Closing
(a) Company Deliveries. The Company shall, upon Closing:
(i) Submit application for stock certificate of the Purchased Shares (or appropriate evidence of book-entry registration of the Purchased Shares in the name of the Purchaser that are in book-entry form);
(ii) Other documents related to the Transaction acceptable to the Parties.
(b) Purchaser Deliveries. The Purchaser shall, upon Closing, deliver to the Company:
(i) The aggregate Purchase Price in US Dollars before October 24, 2017 with immediately available funds, to the designated account of the Company via wire transfer in accordance with the written instructions of the Company; and
(ii) other agreements, certificates, instructions, documents and items referred to in Article 6 and Article 7 in a form and substance reasonably acceptable to the Company; and
(iii) other documents related to the Transaction acceptable to the Parties.
2.4. Registration of Share
The Company shall use its best efforts to register the Purchased Shares within twelve (12) months after having received Purchase Price in full from the Purchaser in accordance with the Securities Act and the applicable laws of the competent state.