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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

 

 

5.6          Right of First Refusal.

 

From the date of this Agreement, if Sun Seven Stars Group (and its substantial shareholders and Affiliates thereof), as controlling shareholder of the Company, transfers the Shares held in the Company upon written consent of the Purchaser, the Purchaser shall have the preemptive rights in preference to any of existing shareholders and any third Parties to purchase all or part of the Shares to be transferred under the same conditions.

 

5.7          Tag Along Rights.

 

If Sun Sven Stars Group (and its substantial shareholders and Affiliates thereof), as controlling shareholder of the Company, transfers, directly or indirectly, the Shares held in the Company to any third partyand the Purchaser fails to exercise the Preemptive Right for such Shares, the Purchaser shall be entitled to, wholly or partially, transfer its Shares held in the Company to such third party at the same price and under the same terms and conditions. If the Purchaser exercises the Tag Along Right under Article 5.7, the Company shall ensure that the transferee shall purchase the whole or part of the Shares of the Company to be transferred as per the request of the Purchaser by exercising such Tag Along Right, at the same price and conditions

 

5.8          Liquidation Preference.

 

In any Liquidation Event (including the entry of liquidation procedure of the Company, discontinuing operation or dissolution, sales of substantial part of assets or business of the Company), the Purchaser shall have the preemptive right in preference to other Shareholders of the Company to obtain (a) the amount equivalent to all the Purchase Price and any declared but undistributed dividend (hereinafter referred to as "Preferential Liquidation Amount"); or (b) after the Purchaser has obtained the Preferential Liquidation Amount, all the Shareholders of the Company shall distribute the remaining property according to their respective shareholding ratio.

 

5.9          Preferential Treatment.

 

After completion of the Proposed Transaction, the Company shall ensure that the Purchaser is entitled to enjoy such rights automatically if any other rights granted by the Company is superior to those entitled by the Purchaser.

 

5.10      Affiliate Transaction.

 

After completion of the Proposed Transaction, if so required by the business of the Company, the Company or its Subsidiaries and other Affiliates other than the Subsidiaries need to reach Affiliate Transaction, the Company shall enter into written agreements at the market price in accordance with the principle of fairness and equity, and then perform corresponding procedures of General Meeting and the Board as per the bylaws of the Company (including but not limited to the rules regarding affiliate voting rights avoidance and internal decision-making process) and disclose pursuant to the requirements of Article 404 of Regulation S-K promulgated under Securities Act.

 

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