|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
10.1 Terminiation Event.
At the time of or prior to Closing, after the other Party is notified:
(a) Breach. If a Party is in serious breach of any provision of this Agreement, resulting in failure to satisfy any conditions (as the case may be) contained in Article 7 or Article 8, and the non-breach Party does not waive such breach, or if any Remedy is available to such breach, but the defaulting Party fails to take remedial measures within thirty (30) days after receipt of the written notice of breach of contract, the Purchaser or Company has the right to terminate the Agreement; but at that time if the defaulting Party has the right of termination under Article 10.1(a), or the non-breach Party otherwise severely violates the obligations set forth below, the non-breach Party shall not have the right to terminate the Agreement in accordance with this Section 10.1(a). In accordance with Article 10.1(a), if the Agreement or any of the representations, warranties, undertakings, obligations or other provisions of any certificate delivered under the Agreement are inaccurate, or there is a breach or non-performance or non-compliance with such representations, warranties, undertakings, obligations or other provisions, it would be deemed to be a breach of such representations, warranties, undertakings, obligations or other provisions.
(b) Failure to satisfy relevant conditions.
(i) Purchaser or Company fails to satisfy relevant conditions, if (i) a court of competent jurisdiction or other government agency has issued a final and non-appealable order or has taken any other measures to permanently restrict, prohibit or otherwise ban the proposed transaction, or (ii) an effective legal requirement make completion of the Proposed Transaction illegal or otherwise prohibits or prevents the completion of the proposed transaction;
(ii) Purchaser or Company fails to satisfy relevant conditions, if (A) the Company has convened a shareholders' meeting (including any subsequent meetings) and the meeting has closed; and (B) the relevant laws or Company registration certificate or regulatory payment provision requires the Proposed Transaction to be approved by the shareholders, but failed to gain necessary votes from shareholders at such meetings for approval;
(iii) Purchaser fails to satisfy relevant conditions, if (A) the relevant laws or Company’s certificate of incorporation or bylaws require the Proposed Transaction to obtain shareholder approval, but the board fails to recommend shareholders to vote for the Proposed Transaction, (B) the Recommendation of board of directors change, (C) the Board of Directors has approved, consented to or recommended any Acquisition Proposal, (D) the Company fails to add the recommendations of the Board into the Shareholders' letter of authorization; (E) the Company, or any of its Subsidiaries or their respective Representatives severely breach or violate the provisions of Article 6.8 or Article 6.11; or
(iv) Company fails to satisfy relevant conditions, if the Board has decided to enter into a definitive agreement to implement better proposal within the scope of this Agreement and subject to the terms of this Agreement and the terms and conditions, and at the same time as the termination, the Company shall enter into a definitive agreement to implement better proposal. Or
(c) The agreement of the Parties. The Parties agree in writing.
10.2 Effectiveness of termination.
In addition to any other rights provided for in this Agreement or other document, each Party shall have the right of termination under Article 10.1 and the exercise of the right of termination is not an option for relief. If this Agreement is terminated in accordance with Article 10.1, all obligations of the Parties hereunder are terminated forthwith, except that the obligations under Article 6.7, Article 10.2 and Article 10.3 shall survive the termination of this Agreement.