|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
Subject to approval of the Shareholders (if applicable), the execution, delivery and performance of any Proposed Transaction and all Transaction Documents shall:
(a) not conflict with certification of incorporation, rules and regulations of the Company;
(b) not require any consent, waiver, approval, order, authorization or permit of ,or registration, filing with or notification to, except for those that have been obtained, except that (i) the filing is required by SEC; (ii) any consent, approval, orders, authorizations, regulation, declarations and filling required by state securities regulations or Blue Sky Laws; (iii) approval of the Shareholders on Proposed Transaction; (iv) a conclusion by CFIUS that there is no national security that request further examination this Agreement, Proposed Transaction, and related Transaction Documents; and (v) such approvals, waiver, authorizations, permit or registration, if not obtained or made, would not have a Material Adverse Effect;
(c) neither breach or violate any terms, conditions or articles of any material contracts as the filing of annexes of the Company's SEC Document, nor constitute any faults under such terms, conditions or articles (with or without notice or lapse of time or both), and even not create any right of termination, forfeiture, cancellation or acceleration, transfer fees, guaranteed payment or a loss of material interest, except for such conflicts, violations, breaches, terminations, cancellation or accelerations, transfer fee, guaranteed payment or loss of material interest not, individually or in the aggregate, would not have a Material Adverse Effect are excepted;
(d) upon reasonable inquiry and to the knowledge of the Company, not conflict with or violate the provisions of order, wit, injunction, judgments, decree, statute, rules or regulations applicable to the Company or any Subsidiary or any assets or properties thereof, except for such conflicts or violations which would not result in a Material Adverse Effect; or
(e) not create any Lien, Encumbrance, clam, security interest or restrictions on any material assets or properties or shares or capital stock of the Company or any Subsidiary under any Material Contract, except which would not result in Material Adverse Effect.
The Company has, or will have, prior to the Closing Date, given any notice to or obtained and Consent from any third party required in connection with the execution and delivery of this Agreement or the consummation or performance, execution, delivery and performance of the Proposed Transaction under the Transaction Agreements, except where the failure to provide such notices or obtain such Consent would not result in a Material Adverse Effect.