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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

 

 

7.2       Representations and Warranties

 

Any Representations and Warranties given by the Company in the Agreement shall maintain true and accurate at each aspect before the signing date of the Agreement, without regard to any materiality or Materiality Adverse Effect qualifications contained in them, ( except for representations and warranties given before a certain date, which shall maintain true and accurate at each aspect before such certain date), unless the failure to give such representations and warranties or its content are untrue and inaccurate at each case will not, in the aggregate, cause Material Adverse Effect.

 

7.3       No orders

 

Any governmental authority has not released, issued, implemented, executed or entered into any legal provision (including any temporary, primary or permanent bans or other orders), which has already come into force and causes the Proposed Transaction illegal or forbids the proposed transaction.

 

7.4       Approval of shareholders (if applicable)

 

The Company shareholder shall have already approved the Proposed Transaction including but not limited to the acquired shares issuance and sale as well as any other aspects of the Proposed Transaction required to be approved by shareholders subject to requirements of relevant laws and the Company registration certificate or the rules and regulations.

 

7.5       CFIUS conclusion (if applicable)

 

Both Parties have already received a notice from CFIUS about that it’s unnecessary to review the Proposed Transaction further based on the national safety items.

 

7.6       Board of Directors appointment

 

Based on Article 5.1(a) of the Agreement, the Purchaser shall have already obtained necessary resolutions and other documents for making the appointment of directors by the Purchaser comes into force.

 

7.7       Company certificate

 

The Purchaser shall have already received one or several certificates from one Company executive, which prove that each condition in Articles 7.1 and 7.2 above has been satisfied and that the Company registration certificate, rules and regulations and copies of shareholders’ resolution approving the Agreement the proposed agreement are valid.

 

7.8       Horizontal competition

 

The Company is the only entity possessing their whole technologies and business and engaging into relevant activities. To the knowledge of the Company, the shareholders of the Company don’t engage in any business competed with the Company. The Purchaser shall have already received one document signed by Sun Seven Stars Group, as the controlling shareholder of the Company, based on which, Sun Seven Stars Group undertakes that the company is the only entity possessing their whole technologies and business and engaging into relevant activities, and Sun Seven Stars Group, its controlling shareholder, and its Affiliates, don’t and will not engage in any business competed with the Company.

 

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