Exhibit 9.1
BRITISH VIRGIN ISLANDS BUSINESS COMPANIES ACT, 2004 — SECTION 179
179.
(1) A member of a company is entitled to payment of the fair value of his shares upon dissenting from:
(a)
a merger, if the company is a constituent company, unless the company is the surviving corporation and the member continues to hold the same or similar shares;
(b)
a consolidation, if the company is a constituent company;
(c)
any sale, transfer, lease, exchange or other disposition of more than 50 per cent in value of the assets or business of the company, if not made in the usual or regular course of the business carried on by the company, but not including:
(i)
a disposition pursuant to an order of the Court having jurisdiction in the matter,
(ii)
a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one year after the date of disposition, or
(iii)
a transfer pursuant to the power described in section 28(2);
(d)
a redemption of his shares by the company pursuant to section 176; and
(e)
an arrangement, if permitted by the Court.
(2)
A member who desires to exercise his entitlement under subsection (1) shall give to the company, before the meeting of members at which the action is submitted to a vote, or at the meeting but before the vote, written objection to the action; but an objection is not required from a member to whom the company did not give notice of the meeting in accordance with this Act or where the proposed action is authorised by written consent of members without a meeting.
(3)
An objection under subsection (2) shall include a statement that the member proposes to demand payment for his shares if the action is taken.
(4)
Within 20 days immediately following the date on which the vote of members authorising the action is taken, or the date on which written consent of members without a meeting is obtained, the company shall give written notice of the authorisation or consent to each member who gave written objection or from whom written objection was not required, except those members who voted for, or consented in writing to, the proposed action.
(5)
A member to whom the company was required to give notice who elects to dissent shall, within 20 days immediately following the date on which the notice referred to in subsection (4) is given, give to the company a written notice of his decision to elect to dissent, stating
(a)
his name and address;
(b)
the number and classes of shares in respect of which he dissents; and
(c)
a demand for payment of the fair value of his shares;
and a member who elects to dissent from a merger under section 172 shall give to the company a written notice of his decision to elect to dissent within 20 days immediately following the date on which the copy of the plan of merger or an outline thereof is given to him in accordance with section 172.
(6)
A member who dissents shall do so in respect of all shares that he holds in the company.
(7)
Upon the giving of a notice of election to dissent, the member to whom the notice relates ceases to have any of the rights of a member except the right to be paid the fair value of his shares.
(8)
Within 7 days immediately following the date of the expiration of the period within which members may give their notices of election to dissent, or within 7 days immediately following the date on which
