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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

 

 

(b)               The Purchaser's Director shall, at any time, be eligible and qualified as the member of the Audit Committee of the Board, the Nomination Committee of the Board and the Corporate Governance Committee (such qualification shall be determined pursuant to rules and regulations of the SEC and applicable NASDAQ Listing Standards).

 

(c)               The Parties shall, in accordance with Section 14(f) under Exchange Act and Regulation 14f-1 promulgated hereby, take all necessary actions for the purpose of performing the obligations under Article 5.1 hereof, and shall include in the Proxy Statement such information pertaining to the Purchaser's Director and any other information required under Regulation 14f-1. The Purchaser shall, within 15 Business Days after the date of the Agreement, provide to the Company, in writing, with any information that the Purchaser is responsible for and required by Section 14(f) under Exchange Act and Regulation 14f-1 pertaining to the Purchaser, its senior executives and the Affiliates and the Purchaser's Director.

 

5.2          Maintaining Listing; Report Obligation.

 

From the date of this Agreement to 2017 General Meeting, except as otherwise agreed by the Purchaser, the Company shall make reasonable efforts to maintain as follows:

 

(a)               The Company shall make commercially reasonable efforts necessary to remain in compliance with the NASDAQ Continuing Listing Standards.

 

(b)               The Company shall, continuously, file all reports to the SEC as per Exchange Act even if the Company is not subject to report requirements thereunder;

 

(c)               The Company shall continue to operate its business in the ordinary course consistent with past practices; and

 

(d)               The Company shall make commercially reasonable efforts to keep the existing business structure substantially unchanged and continue to employ its current senior executives and key technical staff in their respective current positions.

 

5.3          Use of Funds.

 

The Company shall use the Purchase Price paid by the Purchaser under this Agreement for the normal operation and development of the Company in accordance with the Articles of Association and other bylaws of the Company, except otherwise approved by the Board.

 

5.4          Anti-dilution.

 

After completion of Proposed Transaction , if any issuance and sales of any Shares, or modification of the Articles of Association, or recombination, integration, equity sales, merge or sale of assets, or any actions to be taken that may cause the Purchaser's Shares in the Company to be diluted, such action shall be subject to the approval procedures in accordance with corresponding bylaws of the Company and applicable laws (including but not limited to the approval of the Board). Notwithstanding foregoing, the Company shall not issue or sell any Shares at a price lower than the Purchase Price without the prior written consent of the Purchaser.

 

5.5          Restrictions on the Share Transfer.

 

The Company shall ensure, from the date of the Agreement and without prior written consent of the Purchaser, that Sun Seven Stars Media Group (including substantial shareholders and Affiliates thereof), as the controlling shareholder of the Company, shall not, directly or indirectly, sell, transfer, liquidate or otherwise dispose of all or any part of the Shares of the Company or any other rights interests attached thereto, or set any Encumbrance in terms of such Shares or rights and interests; provided, however, that the transfer of all or any part of such Shares or any other rights interests attached thereto by Sun Seven Stars Media Group to its controlling enterprises or Affiliates (or the enterprises that Sun Seven Stars Media Group will obtain substantial control thereupon after such transfer) shall not be subject to such restriction.

 

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