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SEC Filings

SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document


the Equity Commitment of any Investor shall be deemed to be the “Equity Commitment” of such Investor for all purposes hereunder, (iii) such Investor agrees to cause the full amount of such adjusted Equity Commitment to be contributed to HoldCo and contributed by HoldCo to Parent to be used to fund a portion of the Merger Consideration in accordance with, and subject to the terms under the relevant Equity Commitment Letter or Support Agreement, and (iv) subject to clause (B) in the proviso to this sentence, the representations and warranties in Section 12 of the relevant Equity Commitment Letter shall be true and correct after taking into account any such adjustment to the Equity Commitment and such Investor shall be capable of performing all of its obligations under its Equity Commitment Letter after taking into account such adjustment to the Equity Commitment; provided that (A) such adjustment shall be made on or prior to ten (10) Business Days before the Closing, (B) the aggregate amount of the Cash Equity Commitments of all the Investors to be funded under all the Equity Commitment Letters shall not be less than $1,145,660,389; (C) in connection with any such adjustment, YFC shall execute and deliver to each Investor and the Company a written certification specifying the amount(s) of such adjustment with respect to the Investors, as applicable, on or prior to ten (10) Business Days before the Closing; (D) the Investor consents in writing to an adjustment if such adjustment would increase such Investor’s Equity Commitment; (E) a Rollover Shareholder’s Rollover Commitment or any Equity Commitment of any member of the Founder Group shall not be adjusted without such Rollover Shareholder’s or member’s written consent; and (F) the consent of Mr. Zhang shall be required for any reallocation that would increase the combined shareholding in HoldCo by the Lead Investors.  For the avoidance of doubt, each Cash Investor will contribute its Cash Equity Commitment (or any portion thereof) to Holdco in exchange for HoldCo Shares at $41.20 per share, and each Rollover Investor will contribute its Rollover Commitment to Holdco in exchange for a number of HoldCo Shares equal to the number of Shares so contributed.


1.5                               Source of Funds Information. Each of the Investors agrees to, upon the request of a Lead Investor, provide such Lead Investor with accurate information, to the best of its knowledge, regarding the identity of each of its direct and indirect shareholders, limited partners, beneficiaries or other economic interest holders; provided that such information shall constitute Transaction Information under this Agreement and the Investors agree to keep such information confidential pursuant to the terms of this Agreement.


1.6                               Shareholders Agreement. Each of the Investors, the Beneficial Owners and HoldCo shall in good faith and with mutual cooperation use its reasonable best efforts to negotiate and enter into, and cause HoldCo and the entity or entities that ultimately provide the funding of the Equity Commitment of such Investor in accordance with such Investor’s applicable Equity Commitment Letter to enter into, a shareholders’ agreement and such other definitive agreements by the Investors, the Beneficial Owners and HoldCo, among other parties, at or prior to the Closing that include, and are otherwise consistent (subject to mutually agreed changes) with the terms set forth on Exhibit A attached hereto (the “Shareholders Agreement Term Sheet”).  Each of HoldCo, the Investors and the Beneficial Owners hereby agrees to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of HoldCo shall have the composition as contemplated by Exhibit A hereto immediately prior to and after the Effective Time.



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