Print Page     Close Window     

SEC Filings

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

 

Party is a corporate entity, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party, (iii) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party enforceable in accordance with the terms hereof, and (iv) such Party’s execution, delivery and performance of this Agreement will not violate: (a) any provision of its organizational documents (if such Party is a corporate entity); (b) any material terms of material agreements to which such Party is a party or by which such Party is bound; or (c) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party.

 

2.2                               Investors’ Additional Representations, Warranties and Covenants. Each Investor hereby, severally but not jointly, represents, warrants and undertakes to the other Parties that:

 

(a)                                 the Equity Commitment is not more than the maximum amount that such Investor is permitted to invest in or pay with respect to any one portfolio investment pursuant to the terms of its constituent documents or otherwise;

 

(b)                                 none of such Investor’s direct or indirect shareholders and/or beneficiaries is a Company Competitor or its Affiliate or an entity fully or partially funded by capital raised from the Company Competitor or its Affiliates;

 

(c)                                  such Investor has and will have, for so long as this Agreement shall remain in effect, the financial capacity to timely pay or shareholding to timely rollover and perform its obligations under and in accordance with this Agreement, and, if such Investor is a Cash Investor, such Investor has and will have, for so long as this Agreement shall remain in effect, uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding;

 

(d)                                 if such Investor is a Cash Investor, as of the date of this Agreement, none of such Investor and its Affiliates beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in the Company, or any options, warrants or other rights to acquire Shares or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company;

 

(e)                                  other than Yunfeng Financial Group Limited, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of such Investor;

 

(f)                                   as of the date of this Agreement, other than the Interim Documents, there are no Contract (whether oral or written) (i) between such Investor, on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers, employees or shareholders, in their capacities as such, on the other hand, that relate in any way to the Transactions, (ii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration, or (iii) pursuant to which any shareholder of the Company has agreed to vote to approve the Merger Agreement, the Plan of Merger and the Merger or has agreed to vote against any Competing Transaction or Superior Proposal; and

 

10



Copyright © 2015- iKang Healthcare Group, Inc. All Rights Reserved.