RUSSIAN ROULETTE definition

RUSSIAN ROULETTE. If the Deadlock Matter cannot be resolved by the chairmen within 30 Business Days of the matter being referred to them and any Shareholder considers that the Deadlock Matter may materially adversely effect their interests or the interests of the Company, then any Shareholder (the "INITIATOR") may serve a notice (a "DEADLOCK NOTICE") on the other Shareholder (the "RESPONDER"): 13. 2.1 offering to sell all of the Shares that it holds (the "INITIATOR'S SHARES"); and 13. 2.2 failing that, offering to buy all of the Shares that the Responder holds (the "RESPONDER'S SHARES"). If each Shareholder receives a properly delivered Deadlock Notice, the first notice to be properly delivered shall prevail. If Deadlock Notices have been deemed to have been served simultaneously, the Deadlock Notice which states the higher Deadlock Price (as defined below) shall prevail.
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