Offshore Banking with a Swiss Bank Account and Nevis LLC

Right of 95. Any shareholder of a corporation shall have the right to dissent
dissenting from any of the following corporate actions and receive payment
shareholders of the fair value of his shares:
to received
payment for
shares (i) Any plan of merger or consolidation to which the
corporation is a party; or
(ii) Any sale or exchange of all or substantially all of the
property and assets of the corporation not made in the usual
and regular course of its business, including a sale in
dissolution, but not including a sale pursuant to an order of
a court having jurisdiction in the premises or a sale for cash
on terms requiring that all or substantially all the net
proceeds of sale be distributed to the shareholders in
accordance with their respective interests within one year
after the date of sale.
Procedure 96. (1) A shareholder intending to enforce his rights under
to enforce section 87 of Part IX or section 95 of Part X to receive
shareholder’s payment for his shares if the proposed corporate action
right to receive referred to therein is taken shall file with the corporation,
payment for before the meeting of shareholders at which the action is
shares to be submitted to a vote, or at such meeting but before the
vote, written objection to the action. The objection shall
include a statement that he intends to demand payment for
his shares if the action is taken. Such objection is not
required from any shareholder to whom the corporation did
not give notice of such meeting in accordance with this
Ordinance or where the proposed action is authorized by
written consent of shareholders without a meeting.
(2) Within twenty days after the shareholders' authorization
date, which term as used in this section means the date on
which the shareholders' vote authorizing such action was
taken, or the date on which such consent without a meeting
was obtained from the requisite shareholders, the
corporation shall give written notice of such authorization
or consent by registered mail to each shareholder who filed
written objection or from whom written objection was not
required, excepting any who voted for or consented in
writing to the proposed action.
(3) Within twenty days after the giving of notice to him,
any shareholder to whom the corporation was required to
give such notice and who elects to dissent shall file with the
corporation a written notice of such election, stating his
name and residence address, the number and classes of
shares as to which he dissents, and a demand for payment
of the fair value of his shares. Any shareholder who elects
to dissent from a merger under section 91 of Part X shall
file a written notice of such election to dissent within
twenty days after the giving to him of a copy of the plan or
merger or an outline of the material features thereof under
section 91 of Part X.
(4) A shareholder may not dissent as to fewer than all the
shares that he owns beneficially. A nominee or fiduciary
may not dissent on behalf of any beneficial owner as to
fewer than all the shares of such owner held of record by
such nominee or fiduciary.
(5) Upon filing a notice of election to dissent, the
shareholder shall cease to have any of the rights of a
shareholder except the right to be paid the fair value of his
shares.
(6) Within seven days after the expiration of the period
within which shareholders may file their notices of election
to dissent, or within seven days after the proposed
corporate action is consummated, whichever is later, the
corporation or, in the case of a merger or consolidation, the
surviving or consolidated corporation, shall make a written
offer by registered mail to each shareholder who has filed
such notice of election to pay for his shares at a specified
price which the corporation considers to be their fair value.
If within thirty days after the making of such offer, the
corporation making the offer and any shareholder agree
upon the price to be paid for his shares, payment therefor
shall be made within thirty days after the making of such
offer upon the surrender of the certificates representing
such shares.
(7) The following procedures shall apply if the corporation
fails to make such offer within such period of seven days,
or if it makes the offer and any dissenting shareholder fails
to agree with it within the period of thirty days thereafter
upon the price to be paid for shares owned by such
shareholder:
(i) The corporation shall, within twenty days after
the expiration of whichever is applicable of the two
periods last mentioned, institute a special
proceeding in the High Court to determine the rights
of dissenting shareholders and to fix the fair value
of their shares. If, in the case of merger or
consolidation the surviving or consolidated
corporation is a corporation without an office in
Nevis, such proceeding shall be brought in the
appropriate court where the office of the
corporation, whose shares are to be valued, was
located;
(ii) If the corporation fails to institute such
proceedings within such period of twenty days, any
dissenting shareholder may institute such
proceeding for the same purpose not later than thirty
days after expiration of such twenty day period. If
such proceeding is not instituted within such thirty
day period, all dissenter’s rights shall be lost unless
the Court, for good cause shown, shall otherwise
direct;
(iii) All dissenting shareholders, excepting those
who have agreed with the corporation upon the
price to be paid for their shares, shall be made
parties to such proceeding, which shall have the
effect of an action quasi in rem against their shares.
The corporation shall serve a copy of the petition in
such proceeding upon each dissenting shareholder
in the manner provided by law for the service of a
summons;
(iv) The Court shall determine whether each
dissenting shareholder, as to whom the corporation
requests the court to make such determination, is
entitled to receive payment for his shares. If the
corporation does not request any such determination
or if the Court finds that any dissenting shareholder
is so entitled, it shall proceed to fix the value of the
shares, which for the purpose of this section, shall
be the fair value as of the close of business on the
day prior to the shareholders' authorization date,
excluding any appreciation or depreciation directly
or indirectly induced by such corporate action or its
proposal. The Court may appoint an appraiser to
receive evidence and recommend a decision on the
question of fair value; and
(v) The final order in the proceeding shall be
entered against the corporation in favor of each
dissenting shareholder who is a party to the
proceeding and is entitled thereto for the value of
his shares so determined. Within sixty days after the
final determination of the proceeding, the
corporation shall pay each dissenting shareholder
the amount found to be due him, upon surrender of
the certificates representing his shares.
(8) Shares acquired by the corporation upon the payment of
the agreed value therefor or of the amount due under the
final order, as provided in this section, shall become
treasury shares or be cancelled except that, in the case of a
merger or consolidation, they may be held and disposed of
as the plan of merger or consolidation may otherwise
provide.
(9) The enforcement by a shareholder of his right to receive
payment for his shares in the manner provided herein shall
exclude the enforcement by such shareholder of any right
to which he might otherwise be entitled by virtue of share
ownership, except that this section shall not exclude the
right of such shareholder to bring or maintain an
appropriate action to obtain relief on the ground that such
corporate action will be or is illegal or fraudulent as to.such
shareholder.