BVI Companies definition
Examples of BVI Companies in a sentence
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the BVI Companies Act at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease.
The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to any rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the BVI Companies Act.
The Merger shall have the effects specified in the BVI Companies Act.
Each Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 179 of the BVI Companies Act with respect to Shares owned by such Dissenting Shareholder.
The Founders hereby jointly and severally guarantee and warrant the performance and obligations of the BVI Companies under this Agreement.
In computing the number of Ordinary Shares to be transferred hereunder, the value of the Ordinary Shares held by the BVI Companies shall be the fair value thereof at the time of the indemnification claim, as determined by the Board in good faith.
Subject to the terms and conditions hereof, following the Qualified IPO (as such term is defined in the Shareholders Agreement) of the Company, the Founders and the BVI Companies, as the principal and management holder of Ordinary Shares shall be subject to any customary lock-up period to the extent requested by the lead underwriter of securities of the Company in connection with the registration relating to such initial public offering.
Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Shares for the purposes of Section 179(8) of the BVI Companies Act.
The effect of the Merger will be as provided in this Agreement, the Articles of Merger, and the applicable provisions of the BVI Companies Act.
The HL Shareholder Matters shall have been duly approved and adopted by the affirmative vote of the HL Shareholders required under HL’s Charter Documents and the applicable provisions of the BVI Companies Act.