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SEC Filings

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

 

 

(vi)       Make any material decision in accordance with corporate benefit plan, and this decision is not made in the course of daily business in accordance with past practice;

 

(m)        (A) Fails to comply with past practice to withhold the tax payable by the Company or any of its Subsidiaries to accrue a reserve in its books and records as well as in the financial statements, (B) Settle or compromise to deal with any major tax-related action with the amount which is higher than the reserve for such tax liability  in the Company's financial statements, or (C) make, alter or revoke any significant tax options ;

 

(n)       Unless otherwise required by GAAP or applicable law, change its financial year, revalue any of its significant assets or make significant changes to the financial or tax accounting method, principles or practices;

 

(o)       Take action (or no action), if this action (or inaction) would or may reasonably cause (A) that the Company's qualified statement and warranties set forth in this Agreement are substantially no longer true (qualified), or (B) the Company's incompletely-qualified statements and warranties set forth in this Agreement are no longer true in any material respect;

 

(p)       Keep all the important insurance policies mentioned in Article 3.9 fully effective; and

 

(q)       Authorize, commit, resolve or agree to take any of the foregoing actions.

 

6.4           Reserved business.

 

The Company shall make reasonable commercial efforts to maintain its business and property substantially unchanged, including its current operating capabilities, including but not limited to the Company's R & D functions, physical facilities, working conditions, insurance policies, and relations with the lessor, licensor, suppliers, customers and employees (including but not limited to existing executive management and key technology employees). The Company shall be entitled to make adjustment based on the actual market circumstances.

 

6.5           Visit and Investigation

 

The Company shall allow the Representatives of the Purchaser, in normal business hours and with reasonable prior notice, to view the Company's or all Company-related premises, property, personnel, account books, records (including tax records), contracts and documents in a manner that does not interfere with the normal operation of the Company. During the period from the effective date to the date of delivery or to the termination of this Agreement in accordance with Article 10 of this Agreement, the Company shall and should urge the Representatives of the Company and its Subsidiaries (i) to provide the Purchaser and its Representatives with channels to reasonably view the Company and its Subsidiaries’ Representative, personnel and assets, books, records, tax return, working papers and other documents as well as the additional data and information relating to the financial, operational and other aspects of the Company and its Subsidiaries and, at the request of the Purchaser, provide the Purchaser with copies of the above information, and (ii) at the request of the Purchaser, to prompt its executives to consult with the Purchaser about the Company's business status frequently. In addition, the Company shall promptly provide the Purchaser with copies of all significant operating and financial statements prepared by the Company and its Subsidiaries for the management of the Company, including copies of the unaudited monthly consolidated financial statements; and (B) any other written reports or other written materials reasonably requested by the Purchaser. Notwithstanding the contrary provision in this Agreement, the Company does not need to provide any access to any of the following information or documents: (i) Information or documents which shall not be provided to the Purchaser and its Representatives according to the Legal Counsel’s advice, reasonably determined by the Company, as well as according to the applicable legal requirements; (ii) Information or documents that must be kept confidential by the Company or any of its Subsidiaries, in accordance with its contract or agreement with a third Party; (iii) Information or documents that the Company has reasons to affirm that it would constitute a waiver of privileges of lawyers and customers or other privileges of the Company according to the Legal Counsel’s advice; or (iv) copies of all minutes or deliberations of the Board meeting, or any presentation file, the Board’s information or other materials provided to the Board in connection with the Proposed Transaction or any Alternative Transactions, except as expressly provided in Rule 6.8 of this Agreement. In the case where the conditions of the foregoing sentence apply, both Parties shall make commercially reasonable efforts to make proper alternative arrangements. The Purchaser shall not (and should urge its Representative shall not) use any information obtained under this Article 6.8 for the purposes unrelated to this Agreement or the Proposed Transaction. The investigation conducted by the Purchaser or its Representative shall not affect both Parties’ representations, warranties, commitment or undertakings set forth in this Agreement. All information obtained under this Article 6.5 shall be kept confidential in accordance with the requirements of the Confidentiality Agreement.

 

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