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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

 

 

7.10       No Competing

 

The Company will make reasonable efforts to sign the competition prohibition agreement with its executives and core technology personnel, which is accepted by the Purchaser. Based on such agreement, the executives and core technology personnel shall not engage in or help any other person to take part in any other business activity competed with the Company during the tenure and shall not be employed by any enterprise engaging in business related to that of the Company within 2 years after resignation from the Company.

 

7.11 Transaction Agreement

 

The Purchaser shall have already received the Transaction Agreement executed by the other Parties to the Transaction Agreement Parties.

  

Article 8
Preconditions for the Company to fulfill the closing obligation

 

The Company’s obligation to issue or sell the acquired shares to the Purchaser upon closing is subject to the following conditions and may waive one or several conditions:

 

8.1       Fulfillment

 

The Purchaser shall have already fulfilled all agreements and conditions under the Agreement from each major aspect, which shall be fulfilled or satisfied on or before the Closing Date.

 

8.2       No order

 

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.

 

8.3       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.

 

8.4       Governmental approval

 

The Purchasers shall have already obtained relevant approval (if necessary) of the government in the place where the Purchaser registers, which is required for signing the Agreement, fulfilling obligations under the Agreement and completing the proposed transaction.

 

8.5       Executive’s certificate

 

The Company shall have already received one certificate from one Purchaser’s executive, which proves that conditions in Article 8.1 of the Agreement have been satisfied.

 

8.6       Transaction Document

 

The Purchaser has already executed the Transaction Document.

 

8.7       Approval of shareholders

 

The Company shareholder (if applicable) and the Board shall have already approved the Proposed Transaction including but not limited to the acquired shares issuance and sale as well as any other proposed transactions required to be approved by shareholders subject to requirements of applicable laws and the Company articles of association or bylaws.

 

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