(h) Fractional Shares. In no event shall any fractional Equivalent Lian Share be issued upon exercise of any option granted hereunder. If, upon a Holders exercise of its option hereunder, such Holder would, except as provided in this paragraph, be entitled to receive a fractional Equivalent Lian Share, then the Company shall either (i) deliver in cash to such holder an amount equal to such fractional interest, or (ii) issue a whole share in lieu of such fractional share.
Section 3. Rights of Shareholders.
Nothing contained herein shall be construed to confer upon any Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise unless and until the Holders exercise of its option hereunder is deemed effective pursuant to and in accordance with the terms and conditions of Section 2.
Section 4. Term and Termination.
(a) If a Holder has not exercised its option hereunder in accordance with Section 2(d) within the applicable Exercise Period, such Holders rights shall irrevocably terminate with respect to the Liquidity Event contemplated by the Notice of Liquidity Event triggering the commencement of such Exercise Period immediately as of the expiration of such Exercise Period, without any further action by the parties.
(b) This Agreement shall be effective as of the Effective Date and shall terminate immediately prior to the consummation of a Liquidity Event, without any further action by the parties; provided, that the terms and provisions of Section 2, Section 3 and Section 5 shall survive to the extent necessary to effectuate the provisions applicable in connection with any Holders valid exercise of an option hereunder in connection with such Liquidity Event.
Section 5. Miscellaneous.
(a) Assignment. This Agreement shall not be assignable by the Holder to any third party without the prior written approval of the Company, however, that Holder may assign or transfer this Agreement together with the Warrant and all of its rights and obligations hereunder and thereunder, without such consent (but with written notice to Company) to an Affiliate, so long as such Person remains an Affiliate of Holder.
(b) Amendments. Subject to Section 5(d), the terms of this Agreement may be amended, and the observance of any term herein may be waived, with the prior written consent of the Company, the Holders of a majority of the Subsidiary Shares and Subsidiary Warrants (voting together, on an as-if converted basis). In addition, no amendment, termination or waiver shall adversely affect any Holder in a manner that is disproportionate to its holdings of Subsidiary Shares, rights or options to purchase the Subsidiary Shares or Subsidiary Warrants relative to the other Holders of the same class or series of securities unless such amendment, termination or waiver is agreed to in writing by a majority in interest of the disproportionately affected Holder(s).
(c) Notices Generally. All notices, deliveries and other communications given or made pursuant to the provisions hereof shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) two (2) business days after deposit with an internationally