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SEC Filings

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

Execution Version



3.17      No Material Adverse Changes.


Except that other written materials have been provided to the Purchaser in terms of Proposed Transaction through the Company's SEC Document or other information by the Company prior to the date of this Agreement, as of October 1, 2017:


(a)               no change or progress that may incur Material Adverse Effect in a reasonable manner occurs;


(b)               no declaration, setting aside or payment of any dividend or other distribution related to the shares of the Company; the Company and any of its Subsidiaries have not repurchased, redeemed or otherwise acquired any outstanding shares of capital shares or of other securities of, or other ownership interests in, the Company or any of its Subsidiaries; or


(c)               no damage, destruction or casualty loss has suffered, which may individually or in the aggregate have Material Adverse Effect, whether or not covered by insurance.


3.18      Report Status.


The Company has filed or furnished (as applicable) with SEC, within 12 months prior to the Agreement Date, all forms, documents, proxy statements and reports that are required to be submitted prior to the Agreement Date by the Company. The Company's SEC Document complied, in all material respects, with applicable requirements of the Securities Act and the Exchange Act, as well as the rules and regulations promulgated by SEC thereunder, as of the date of their respective filing, or as of the date of the last amendment or supplement if such amendment or supplement has been made prior to Date of this Agreement, and the information contained therein did not contain any false statement or omissions in respect of material facts that it is required to be stated or necessary to make the statements therein, and the preparation thereof is not misleading.


3.19      No Manipulation of Stock.


The Company has not taken or will not , in violation of applicable law, to take measures that are designed or reasonably expected to cause ordinary shares to be manipulated unlawfully (for the purpose of facilitating the sale or resale the Purchased Shares) other than the ordinary course of business.


3.20      Investment Corporation.


None the Company or any of its Subsidiaries are the "Investment Company" defined in Investment Company Act 1940, as amended from time to time.


3.21      Anti-takeover Statute.


"Fair price", "moratorium", "controlling share acquisition", "business merger" or any other similar anti-takeover statute or regulations (including Section 203 of the Company Law) enacted under any federal, state, local or foreign laws applicable to the Company are not applicable to this Agreement, Proposed Transaction and the Transaction Agreement. The Board has taken any and all measures to ensure that the restrictions of "business merger" contained in Section 203 (as defined in Section 203 under the Company Law) will not applicable to the execution, delivery or performance of this Agreement, Proposed Transaction, and the Transaction Agreement.