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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)               Issue, deliver, sell, pledge or otherwise any shares of its share capital, any other stocks or voting interests, or convert or exchange any other securities of these shares, interest or security, or acquire or receive any options, warrants or rights of these shares, interest or security, or any stock appreciation rights, phantom stock awards, or any other rights that is connected to ordinary shares or Company value or any part thereof set encumbrance in any way (except for the following two items: (1) the issuance of ordinary shares after the exercise of the Company's Stock Option or the exercise of the prescribed rights under the existing terms of the Employee Share Purchase Plan (hereinafter referred to as "ESPP"), and (2) the granting of the rights specified by the terms of ESPP , to the extent required by the legal requirements or any contracts or the regulations of Company’s Benefits Plan that are valid on the effective date

 

(c)               Revise or propose to revise its certificate of incorporation or bylaws (or similar organizational documents), to influence or become one Party of any merger, consolidation, exchange of shares, business combination, capital reorganization or similar transaction;

 

(d)               In addition to the matters performed in the course of routine business based on past practice, formulate, revise or terminate any material tenancy or sublease of real estate (whether as a lessor, sublessor, lessee or sublessee), or fail to exercise the right to renew any material tenancy or sublease of real estate;

 

(e)               (A) Waive, release, transfer, pay, discharge, settle or satisfy any material claim or litigation (including any shareholder claim and any shareholder action in connection with this Agreement, any other Proposed Transaction or other aspects), but it excludes the following two situations: (i) the payment of involved monetary compensation, and the monetary compensation equal to or lesser than the amount (if any) reserved specially on the consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2017 which is included in the Company's SEC Documents, or the single or total amount of the monetary compensation does not exceed USD 300,000; or (ii) there is no material influence on the continuous operation of the Company in the case of non-monetary results;

 

(f)                To enter into any significant contract:

 

(i)                 Except for matters in the course of routine business in accordance with past practice, or in the case of automatic renewal or extension of validity;

 

(ii)              If completion of Proposed Transaction or compliance by the Company with the terms of this Agreement will contravene or cause any contravention or breach or failure to comply with any terms of any such contract (whether or not such contravention or breach or failure to comply is required to be notified or required for a period of time), or lead to the termination, cancellation or acceleration of any obligation or cause loss of material benefit due to encumbrance of properties or assets of the Company or any of its Subsidiaries, or cause encumbrance of properties or assets setting of the Company or any of its Subsidiaries, or cause any increase, addition, acceleration or security of any right or interest under any terms of the contract; or

 

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