Definition of Telupay Dissent Rights

  1. Telupay Dissent Rights means the rights of any Telupay Shareholders to dissent pursuant to applicable Jersey, Channel Islands law with respect to the Merger; (bc) "Telupay Financial Statements" means the audited annual financial statements of Telupay for its fiscal year ended March 31, 2012, and the unaudited interim financial statements of Telupay for the three months and nine months ended December 31, 2012, which are included in the Telupay Disclosure Schedule; (bd) "Telupay Meeting" means the special meeting of Telupay Shareholders, including any adjournment thereof, to be called and held for the purpose of considering and approving the Merger; (be) "Telupay Merger Resolutions" means the consent resolutions of the Board of Directors of Telupay to approve and ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule A annexed hereto; (bf) "Telupay Options" means those outstanding options to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule; (bg) "Telupay Shares" means the shares of issued and outstanding common stock in the capital of Telupay as constituted on the Execution Date; (bh) "Telupay Shareholder Merger Resolutions" means the resolutions of the Shareholders of Telupay to approve this Agreement and to approve the Merger and to be substantially in the form and content of Schedule B annexed hereto; (bi) "Telupay Shareholders" means holders of record of Telupay Shares, and in the singular means any holder of record of Telupay Shares; (bj) "Telupay Warrants" means those outstanding warrants to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule;

Definition of Telupay Dissent Rights in Amended and Restated

Telupay Dissent Rights means the rights of any Telupay Shareholders to dissent pursuant to applicable Jersey, Channel Islands law with respect to the Merger; (bc) "Telupay Financial Statements" means the audited annual financial statements of Telupay for its fiscal year ended March 31, 2012, and the unaudited interim financial statements of Telupay for the three months and nine months ended December 31, 2012, which are included in the Telupay Disclosure Schedule; (bd) "Telupay Meeting" means the special meeting of Telupay Shareholders, including any adjournment thereof, to be called and held for the purpose of considering and approving the Merger; (be) "Telupay Merger Resolutions" means the consent resolutions of the Board of Directors of Telupay to approve and ratify this Agreement and to approve the Merger and to be substantially in the form and content of Schedule A annexed hereto; (bf) "Telupay Options" means those outstanding options to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule; (bg) "Telupay Shares" means the shares of issued and outstanding common stock in the capital of Telupay as constituted on the Execution Date; (bh) "Telupay Shareholder Merger Resolutions" means the resolutions of the Shareholders of Telupay to approve this Agreement and to approve the Merger and to be substantially in the form and content of Schedule B annexed hereto; (bi) "Telupay Shareholders" means holders of record of Telupay Shares, and in the singular means any holder of record of Telupay Shares; (bj) "Telupay Warrants" means those outstanding warrants to acquire shares of common stock of Telupay as set out in Section 4.1(b)(i) of the Telupay Disclosure Schedule;