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SEC Filings

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

Execution Version



(c)               The execution and delivery of this Agreement, the purchase of the Purchased Shares to be acquired by the Purchaser under this Agreement, as well as the performance by the Purchaser of its obligations hereunder:


(i)               will not conflict with the Articles of Association, rules and regulations or other similar organizational documents of the Purchaser;


(ii)              will not require any consent, waiver, approval, order, authorization or permission of , or permission to register, file or give notice of any regulatory authority, administrative agency or other Government Agency (unless consent, waiver, approval, instruction, authorization or permission of , or permission to register, file or give notice have been obtained or CFIUS concludes that there is no issues of national security that sufficient to warrant further examination on this Agreement and the Proposed Transaction; or


(iii)            will not conflict or violate any orders, writ, injunction, judgments, decrees, statute, rules or laws applicable to the Purchaser;


4.4.        Title to Shares.


As of the date of this Agreement, neither the Purchaser nor the Affiliate has, directly or indirectly, owned beneficially, or of record, any equity or other securities or any option, warrant, (corresponding articles adopted as per Regulation 13d-3 of the Exchange Act), or held or obtained the equity or other securities of the Company or any other right of economic benefits through derivative securities (except for the part pertaining to the Purchaser herein).


4.5.        Broker’s Charge.


Neither the Purchaser nor the Affiliate has taken actions that may cause the Company to agree or become liable for paying any brokerage, intermediary remuneration or other fees or commissions in terms of the Proposed Transaction; also, there is no corresponding arrangement made in the name of the Purchaser or any of the Affiliate.


4.6.        Financing.


The Purchaser shall, at the Closing Date, prepare sufficient funds to cover the Purchase Price and the fees and expenses incurred by the Purchaser in connection with the Proposed Transaction.



Article 5
Supplementary Agreement


5.1          Board Representative.


Any of the following shall be based on the fidiuciary duties applicable to the Board, the directors (whether they are nominated, appointed, delegated or voted) and the Purchaser:


(a)               On or prior to the Closing, the Board shall procure the number of directors to be seven (7) (hereinafter referred to as "the Board") immediately after the Closing. The Parties agree that the Board shall include a director that is reasonably acceptable to the Board and designated by the Purchaser prior to the expiration of the entrusted period (hereinafter referred to as the "Purchaser's Director").