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SEC Filings

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

Execution Version



(c)       Within the period from the effective date to the Closing Date, if the Company or any Representative thereof receives any Acquisition Proposal or any request related to any Acquisition Proposal from any person for any confidential information of the Company or any Subsidiary thereof or any request for checking the business, real estate, assets, account books or records of the Company or any Subsidiary thereof, the Company shall inform the Purchaser promptly (within 24 hours afterwards). The Company shall provide a written notice and explain the identity of the person putting forward the proposal, instruction or request as well as relevant items and conditions. The Company shall undertake that the buy will be informed of such Acquisition Proposal, intent expression or request conditions or details properly through reasonable efforts and shall also (within 24 hours afterwards) provide the Purchaser with copies for all written letters and correspondence sent, provided or received by the Company and any Representative thereof for any acquisition proposal.


(d)       On the effective date, the Company shall stop immediately and require terminating any current discussion with any person about any acquisition proposal. If the Company or any Subsidiary or Representative thereof has once provided such person with any confidential information related to the Company or any Subsidiary thereof, then the Company shall require such person (or the proxy or counsel thereof) to return or destroy all such information held.


(e)       Unless specified by Article 6.8(a) otherwise, the Company agrees not to exempt any person or permit any person to be exempted from any duty or obligation under the “confidentiality agreement”, “standstill” or other similar agreement concluded with the Company or any Subsidiary thereof and shall implement forcedly or require relevant Parties to implement each agreement above through reasonable commercial efforts as requested by the Purchaser.


(f)       The provisions of Article 6.8 will not forbid the Company or Board of Directors from adopting and disclosing the standpoint proposed subject to Item 14e-2(a) of Exchange Act to shareholders in direct ways or indirect ways through the proxy thereof or complying with Item 14d-9 of Exchange Act (or conducting any similar communication with the Company shareholders), or (ii) negotiate with the Company shareholders about “stop, watch and listen” subject to Item 14d-9(f) of Exchange Act (or conducting any similar communication with the Company shareholders) provided that the Board of Directors determines in good faith that the failure to do so would violate the fiduciary duties thereof against the Company shareholders subject to relevant laws after consulting with any foreign legal counsel and financial counsel; Article 6.8(f) shall not be constructed to allow Board of Directors or any member to change advice in the proxy statement or adopt any act of Article 6.8(b) except for cases permitted by Article 6.11(c)(i) or Article 6.11(c)(ii).


6.9       Investment Company law.


The Company agrees to take necessary steps to guarantee that it will not become the “investment Company” specified by 1940 Investment Company Law (Amended) through adoption of necessary measures.