Section 52Part 8 — Foreign Limited Liability Companies
Rights of dissenters
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A member of a constituent limited liability company shall be entitled to such payment in respect of that member dissenting from the merger or consolidation as may be provided for in the constituent limited liability company’s LLC agreement and, if no such payment is provided for in such LLC agreement, the member sha ll be entitled to an amount equal to the fair value of such member’s LLC interest as of the date of the member’s dissension, based upon a good faith determination of such member’s right to share in distributions from the constituent limited liability compa ny.
A member who desires to exercise that member’s entitlement under subsection (1) shall give to the constituent limited liability company, before the vote on the merger or consolidation, written objection to the action.
An objection under subsection (2) shall include a statement that the member proposes to demand payment for that member’s LLC interest if the merger or consolidation is authorised by the vote.
Within twenty days immediately following the date on which the vote of members giving authorisation for the merger or consolidation is made, the constituent limited liability company shall give written notice of the authorisation to each member who made a written objection.
A member who elects to dissent shall, within twenty days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent limited liability company a written notice of that member’s decision to dissent, stating —
the member’s name and address;
the member’ s LLC interests in respect of which that member dissents; and
a demand for payment in respect of such LLC interests in accordance with subsection (1).
A member who dissents may do so in respect of all or any portion of the LLC interests that the me mber holds in the constituent limited liability company.
Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member in respect of the portion of the LLC interests which are the subject of the notice of dissent except the right to be paid for the relevant LLC interests pursuant to subsection (1) and the rights referred to in subsections (12) and (16).
Within seven days immediately following the date of the expir ation of the period specified in subsection (5), or within seven days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent limited liability company, the surviving entity or the consolida ted entity, shall make a written offer to each dissenting member to purchase that member’s relevant LLC interests at the price determined in accordance with subsection (1) and if, within thirty days immediately following the date on which the offer is made , the entity making the offer and the dissenting member agree upon the price to be paid for that member’s relevant LLC interests, the entity shall pay to the member the amount forthwith.
If the entity and a dissenting member fail, within the period spe cified in subsection (8), to agree on the price to be paid for the relevant LLC interests owned by the member, within twenty days immediately following the date on which the period expires —
the entity shall (and any dissenting member may) file a petit ion with the Court for a determination of the price to be paid for the relevant LLC interests of all dissenting members in accordance with subsection (1); and
the petition by the entity shall be accompanied by a verified list containing the names and a ddresses of all members who have filed a notice under subsection (5) and with whom agreements as to the price to be paid for their relevant LLC interests have not been reached by the entity.
A copy of any petition filed under subsection (9)
shall b e served on the other party and where a dissenting member has so filed, the entity shall within ten days after such service file the verified list referred to in subsection (9)
.
At the hearing of a petition, the Court shall determine the price to b e paid pursuant to subsection (1) for the relevant LLC interests of such dissenting members as it finds are involved, together with a fair rate of interest, if any, to be paid by the entity upon the amount so determined.
Any member whose name appears on the list filed by the entity under subsection (9)(b) or (10) and who the Court finds is involved may participate fully in all proceedings until the determination as to the price to be paid pursuant to subsection (1) is reached.
The order of the Court resulting from proceeding s on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether the entity is incorporated or registered under the laws of the Islands or not.
The costs of the proceeding may be dete rmined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including rea sonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the LLC interests which are the subject of the proceeding.
Any LLC interests acquired by the entity pursuant to this section shall be cancell ed and, if they are interests of a surviving entity, they shall be available for re - issue.
The enforcement by a member of the member’s entitlement under this section shall exclude the enforcement by the member of any right to which that member might o therwise be entitled by virtue and in respect of that member’s holding LLC interests the subject of this notice of dissent, pursuant to this section, except that this section shall not exclude the right of the member to institute proceedings to obtain reli ef on the ground that the merger or consolidation is void or unlawful.