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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

 

 

(f)                As of the Closing Date, the Purchaser is not Affiliated with, or an Affiliate of any other shareholders of the Purchaser.

 

(g)               The Purchaser is an “Accredited Investor” (as defined in Rule 501(a)) under the Securities Act and has sufficient fund to complete the Proposed Transaction hereunder.

 

4.2.        Other Commitments.

 

(a)               Any information provided or to be provided by or on behalf of the Purchaser for inclusion in the proxy statement shall be without false statement or omissions in respect of material facts that it is required to be stated or necessary in order to make that statements therein, and the preparation thereof is not misleading. Any information provided or to be provided by or on behalf of, the Purchaser for inclusion or incorporation in the proxy statements in the form of reference, shall be without 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, when the proxy statements are sending to the Shareholders of the Company or during the General Meeting.

 

(b)               In order to complete the Proposed Transaction, the Purchaser agrees that it shall use commercially reasonable efforts to carry out and do all necessary, appropriate or desirable actions and things in order to secure and maintain the government approval of the place where the Purchaser is registered and required by the execution, delivery and performance of this Agreement and other Transaction Documents. The Parties shall, in a timely manner, inform the other party the receipt of any substantial notices and communications with regard to relevant government approvals from government department or any person on its behalf. In addition, the requested party shall, upon request of the other party, provide the status update of relevant government approvals to the requesting party.

 

4.3.        Further Representations, Warranties and Covenants of the Purchaser.

 

The Purchaser further represents, warranties and covenants with the Company that:

 

(a)               The Purchaser is a company or limited partnership, where applicable, validly exists under the laws having jurisdiction of its organization thereupon with good standing.

 

(b)               The Purchaser has any and all requisite corporate powers and authorizations, where applicable, that are necessary to enter into and deliver this Agreement, and to perform any obligations under this Agreement and Proposed Transaction. The execution, delivery and performance of this Agreement and the completion of any Proposed Transaction have been duly and properly authorized through all necessary actions of the Purchaser. The Purchaser has duly and validly entered into and delivered this Agreement, and the terms of aforesaid agreements shall constitute the valid and binding obligations against the Purchaser, pursuant to which the Purchaser can be enforced (assumed that the Agreement has been authorized, signed and delivered by the Company as well), except for the exception that such enforcement has been limited by compulsory performance;

 

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