|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
6.8 No soliciting.
(a) Subject to the remaining provisions of Article 6.8, the Company agrees that from the Effective date to the Closing Date, the Company shall not conduct or permit any Subsidiary thereof or any Company Representative and Subsidiary Representative to conduct any following event: (i) to solicit, initiate or encourage deliberately, induce, promote or adopt any other act for advocating submission of any inquiry, proposal and offer, which would or may through the reasonable prediction cause any acquisition proposal; (ii) to discuss or negotiate with any person about or giving a reply to the Acquisition Proposal or about the inquiry or intent expression which may cause the Acquisition Proposal through the reasonable prediction, provide such person with any confidential information related to the Company or any Subsidiary thereof or cooperate with such person any other way; (iii) to approve, consent to or recommend any acquisition proposal; or (iv) to enter into any letter of intent, similar document or any contract (except for the acceptable confidentiality agreement, which contains regular limitation about such person’s usage and disclosure of all confidential information in written or oral provided by the Company or any Representative thereof and which shall rank with the confidentiality agreement at the aspect of favorable degree for the Company) for the proposal of or related to any Acquistion Transaction. Notwithstanding anything to the contrary contained herein, only if the provisions about the standstill agreement which are still valid on the signing date of the Agreement require the Company to invite the counterparty to submit the Acquisition Proposal , the Company may be exempted from such provisions above; if the other Party of the other Party of the standstill agreement requires such exemption above clearly, the Company shall grant such exemption under the Agreement to the extent that the other Party can provide one since the Acquisition Proposal in written positively, after which, the Company could only adopt acts specified in Article 6.8 and the standstill agreement shall be deemed invalid.
(b) Notwithstanding anything to the contrary contained in Article 6.8(a), if during the period from the signing date of the Agreement to the date obtaining the approval of shareholders for the Proposed Transaction(as the deadline in each case), (i) the Company has already received a bona fide written unsolicited Acquisition Proposal submitted positively by any third party without violation of Article 6.8or any standstill agreement or similar agreement, and (ii) the Board of Directors (after consulting with the foreign legal counsel and financial counsel) determines in good faith that such Acquisition Proposal constitutes, or may cause through the reasonable prediction, a superior proposal, then subject to Article 6.8(c), the Company may (A) provide any confidential information thereof and of any Subsidiary Subsidiary thereof for any third party of such Acquisition Proposal and (B) discuss or negotiate about such proposal with such third party provided that the Company shall not or permit any Representative thereof to disclose any confidential information to any third party before entering into any acceptable confidentiality agreement (containing regular limitation about such person’s usage and disclosure of all confidential information in written or oral provided by the Company or any Representative thereof and containing terms no less favorable to the Company than the terms of the Confidentiality Agreement Company) and (y) shall provide the Purchaser promptly with any confidential information provided already to any third Party other than the Purchaser after providing the same for such third Party (within 24 hours afterwards); and the Company shall not adopt any act specified in Item (A) or (B) above unless the Board of Directors determines in good faith that the omission would violate the fiduciary duties thereof against the Company shareholders subject to relevant laws after consulting with any foreign legal counsel and financial counsel. The Board of Directors shall not adopt any act specified in Item (A) or (B) above unless the Company sends a written notice about the intent of adopting the act above at least one (1) Business Day prior to adoption of the same. Without limiting the generality of foregoing provisions, the Company acknowledges and agrees that if any Representative of the Company or any Subsidiary thereof violates or adopts any act against any limitation provision of the two sentences above, the Company shall be deemed to violate Article 6.8(a) no matter such Representative has or doesn’t have the intention to be on behalf of the Company or any Subsidiary thereof upon acting.