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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

 

 

6.14       Continued Listing on a National Securities Exchange.

 

The Company will, through reasonable and necessary commercial efforts, comply with the continued listing standards of NASDAQ. If the Company fails to meet such standards through such efforts above, the Company will achieve the ordinary share listing in another national stock exchange through reasonable commercial efforts.

 

6.15       Voting agreement (if applicable)

 

The Company shall, in good faith, urge executives and directors complied with Item 3b-7 of the Exchange Act after the effective date to the voting agreement (hereinafter referred to as “Voting Agreement”), which shall comply with roughly the format in Appendix D attached thereafter.

 

6.17       Compensation and insurance for directors and executives

 

The Company and its Subsidiaries maintain, with financially sound and reputable insurers, insurance in such amounts, including deductible arrangements, and of such a character as is, in the judgment of the Board of Directors, reasonable in light of the risks faced by the Company in the conduct of its business. All policies of title, fire, liability, casualty, business interruption, workers’ compensation and other forms of insurance including, but not limited to, directors and officers insurance, held by the Company and its Subsidiaries, are in full force and effect in accordance with their terms. Neither the Company nor any of its Subsidiaries is in default in any material respect under any provisions of any such policy of insurance that has not been remedied and no such Person has received notice of cancellation of any such insurance.

 

6.18       No control

 

Any provision of the Agreement shall not be interpreted in any way to grant directly or indirectly the Purchaser any right controlling or directing operation of the Company or any Subsidiary thereof. Before the Closing Date, the Company shall control and supervise the operation thereof and of its Subsidiaries wholly subject to the Agreement.

  

Article 7
Conditions precedent for the Purchaser to fulfill the closing obligation

 

The Purchaser shall meet the following conditions before fulfilling any obligation for completing the transaction closing subject and may waive one or several conditions:

 

The Company shall have already fulfilled all commitments, agreements and conditions under the Agreement from each major aspect, which shall be fulfilled or satisfied on or before the Closing Date except for cases where the failed fulfillment or performance hasn’t caused yet or will not cause material adverse influence solely or wholly through prediction.

 

7.1       Fulfillment

 

The Company shall have already fulfilled all commitments, agreements and conditions under the Agreement from each major aspect, which shall be fulfilled or satisfied on or before the Closing Date except for cases where the failed fulfillment or performance hasn’t caused yet or will not cause, whether individually or in the aggregate, Material Adverse Effect

 

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