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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

 

 

5.11      Further Assurance.

 

The Parties agree that they will, after execution of this Agreement, cooperate at any time or from time to time and, upon request of the other Party, enter into and deliver any supplementary files or documents, and even take further actions that may be reasonably required by the other Party and which are used for proving, completing or achieving the purposes of the Parties under Article 5. The Parties agree to execute the Transaction Document for the purpose of the agreements under Article 5.

  

Article 6
Pre-closing covenants

 

6.1           General Provisions

 

Each Party to this Agreement shall make commercially reasonable efforts to take all actions and to engage in all matters which are necessary, appropriate or advisable to complete the Proposed Transaction and bring it into force.

 

6.2           Notification and Consent

 

The Company shall make commercially reasonable efforts to quickly obtain approval and consent from any third Party that is necessary to complete the Proposed Transaction as soon as practicable.

 

6.3           Business Conduct

 

From the effective date to the termination date of this Agreement or Closing Date (whichever is the earlier), unless expressly agreed or permitted by this Agreement or with the prior written consent of the Purchaser (the Purchaser shall not unreasonably refuse or delay the consent or add conditions to the consent), or specified by applicable legal requirements, the Company and its Subsidiaries shall run business in the ordinary course of business according to past practice. The Company shall make commercially reasonable efforts to (I) keep substantially intact its existing business organization and capital structure, keep available the services of its existing executives and employees and keep the business organization of the Company and its Subsidiaries substantially intact , and (II) maintain its relationship and goodwill with all suppliers, customers, landlords , creditors, licensors, licensees, employees and other Persons who have business relationships with the Company and each of its Subsidiaries. Under the premise of not limiting the foregoing general applicability, except for matters set out in Disclosure Schedule 6.3, or as expressly formulated or permitted by this Agreement, or specified by applicable legal requirements, in case of any of the following matters will lead to any Material Adverse Effect on the Purchaser in this deal, the Company agrees that from the effective date to the earlier of the termination date of this Agreement or Closing Date, the Company shall not, and shall not permit any Subsidiaries to, directly or indirectly, engage in or agree to engage in any of the following matters Closing Date:

 

(a)               (A) declare , set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) with regard to any of its share capital or other stocks or voting interests, , except for dividends by the Company's direct or indirect wholly-owned Subsidiaries to its parent; (B) split, combine or reclassify any of its share capital or other stocks or voting interests( among which exchange rate is determined by the Board of Directors after consultation with the Purchaser), or issue or authorize to issue any other securities in respect of, in lieu of, or in substitution of its share capital or other stocks or shares of voting interests,; (C) purchase, redeem or otherwise acquire any share capital or any other securities of the Company or any of its Subsidiaries, or any options, warrants or rights of any such shares or other securities (except for the shares of any Company’s stock options or shares of restricted stock which are specified by relevant forfeiture conditions or used to meet the requirement of withholding tax); or (D) take any action, resulting in any changes in the terms of the debt securities (including its exchange price thereof) of the Company or any of its Subsidiaries;

 

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