Common use of Meetings of the Board of Directors Clause in Contracts

Meetings of the Board of Directors. 1. The Board of Directors will meet as often as necessary to carry out its duties effectively and, at least, eight (8) times a year, with one meeting being held at least every quarter. The Board of Directors must also meet when requested to do so by at least two (2) of its members or one of the independent Directors, in writing addressed to the Chairman indicating the agenda. In this case, the meeting of the Board of Directors will be called by the Chairman, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call of the Board of Directors, without need of a justifying cause, and provided that the request is supported by at least one third of the members of the Board of Directors, a meeting of the Board may be called by the Directors who requested it if they constitute at least one third of the members of the Board. 2. Meetings will be called by letter, fax, telegram, e-mail, or any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoing, the meeting of the Board of Directors will be considered to be validly held without any need for a call if all its members, present or represented by proxy, unanimously agree to the meeting and to the items to be discussed on the agenda. 4. Meetings will normally take place at the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.

Meetings of the Board of Directors. 1. (a) The Board of Directors will meet as often as necessary to carry out its duties effectively and, at least, eight (8) times a year, with one meeting being held at least once every quarter. The calendar quarter at such times and in such places (in or outside Japan) as the Board of Directors must also meet when requested may designate from time to do so by time, on condition that at least two (2) of its members or one of the independent Directors, in writing addressed 20 Business Days’ advance written notice be given to the Chairman indicating the agendaDirectors. At least two of these meetings must be in-person meetings. In this case, addition to the meeting of the Board of Directors will be called regular meetings contemplated by the Chairmantwo foregoing sentences, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call of the Board of Directors, without need of a justifying cause, and provided that the request is supported by at least one third of the members of the Board of Directors, a meeting special meetings of the Board may be called by any Director or Shareholder on at least 20 Business Days’ advance written notice of the time, place and agenda of the meeting. If the Directors who requested it if they constitute at least one third agree to shorten the notice period for a quarterly or a special Board meeting, that meeting will be held on the earlier date agreed by the Directors. (b) The Directors may participate in any meeting of the members Board that is not an in-person meeting by means of video conference, teleconference or other similar communications equipment by means of which all persons participating in the Boardmeeting can hear each other and such participation will constitute such Director’s presence in person at the meeting. When an in-person meeting is held, a Director who wishes to participate in the meeting must do so by physically attending the meeting. 2(c) The presence of a majority of Directors then in office will constitute a quorum, on condition that the notice periods specified in Section 2.03(a) have been followed. Meetings will be If a quorum is not achieved at any duly called by letter, fax, telegram, e-mail, or any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoingmeeting, the meeting may be postponed to a time no earlier than five Business Days after written notice of such postponement has been given to the Directors. (d) Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee. (e) Board meetings will be considered conducted in English; except that the Shareholders shall cause the Company to make, upon advance written request by Toppan, arrangements of a simultaneous interpreter into Japanese at the Toppan’s expense. Written minutes of the meetings will be prepared in Japanese and English by the Company and distributed to each Director and the Statutory Auditor promptly following each meeting. (f) Any time an action is required to be validly held approved by resolution at a duly convened and constituted meeting of the Board, the Board may act without any need for a call if all its members, present or represented by proxy, unanimously agree to the advance convocation notice and without meeting and to a vote if a consent in writing setting forth the items to resolution so made is executed by all Directors and all Statutory Auditor(s). Such consents in writing may be discussed on the agenda. 4. Meetings will normally take place at the Company's registered office, but may also be held at another location determined communicated and executed in counterparts and by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic electronic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is locatedincluding e-mail. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.

Meetings of the Board of Directors. 1. (a) The Board of Directors will meet as often as necessary to carry out its duties effectively and, at least, eight (8) no less than four times a year, with one meeting being held year at least every quartersuch times and in such places as the Board shall designate from time to time. The Board of Directors must also meet when requested to do so by at least two (2) of its members or one of the independent Directors, in writing addressed In addition to the Chairman indicating the agenda. In this case, the meeting of the Board of Directors will be called regular meetings contemplated by the Chairmanforegoing sentence, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call of the Board of Directors, without need of a justifying cause, and provided that the request is supported by at least one third of the members of the Board of Directors, a meeting ad hoc meetings of the Board may be called by the Directors who requested it if they constitute at least one third any Director or Initial Shareholder on no less than five Business Days’ prior written notice of the members time, place and agenda of the Boardmeeting. 2. Meetings will be called by letter, fax, telegram, e-mail, or (b) The Directors may participate in any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoing, the meeting of the Board by means of video conference, teleconference or other similar communications equipment by means of which all participants can communicate adequately with each other during the meeting, and such participation shall constitute such Director’s presence in person at the meeting. (c) The presence of a majority of Directors will then in office shall constitute a quorum; provided that at least one APCo Director is present at such meeting, provided that APCo is then entitled to have at least one APCo Director. If a quorum is not achieved at any duly called meeting, such meeting may be considered postponed to be validly held without any need a time no earlier than 48 hours after written notice of such postponement has been given to the Directors. If no APCo Director is present for a call if all its membersthree consecutive meetings, present then the presence, in person or represented by proxy, unanimously agree to of Directors designated by Shareholders holding at least 51% of the meeting and to Voting Shares shall constitute a quorum for the items next meeting. (d) Unless otherwise restricted by this Agreement, any action required or permitted to be discussed on taken at any meeting of the agendaBoard or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. 4. Meetings will normally take place at (e) The Company shall pay all fees, charges and expenses (including travel and related expenses) incurred by each Director in connection with: (i) attending the meetings of the Board and all committees thereof and (ii) conducting any other business or activities of the Company requested by the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.

Meetings of the Board of Directors. 1. (a) The Board of Directors will meet at such times and in such places as often as necessary the Board shall designate from time to carry out its duties effectively and, at least, eight (8) times a year, with one meeting being held at least every quartertime. The Board of Directors must also meet when requested to do so by at least two (2) of its members or one of the independent Directors, in writing addressed In addition to the Chairman indicating the agenda. In this case, the meeting of the Board of Directors will be called regular meetings contemplated by the Chairmanforegoing sentence, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call of the Board of Directors, without need of a justifying cause, and provided that the request is supported by at least one third of the members of the Board of Directors, a meeting special meetings of the Board may be called by any Director or Initial Stockholder. Notice of the Directors who requested it if they constitute time and place of each special meeting shall be given by or at the direction of the person or persons calling the meeting by mailing the same at least one third of three days before the members of meeting or by telephoning, telegraphing or delivering personally the Boardsame at least twenty-four hours before the meeting to each Director. 2. Meetings will be called by letter, fax, telegram, e-mail, or (b) The Directors may participate in any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoing, the meeting of the Board by means of video conference, teleconference or other similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute such Director's presence in person at the meeting. (c) The presence of a majority of Directors will then in office shall constitute a quorum; provided, that at least one Minority Director is present at such meeting. If a quorum is not achieved at any duly called meeting, such meeting may be considered postponed to be validly held without any need a time no earlier than 48 hours after written notice of such postponement has been given to the Directors. If no Minority Director is present for a call if all its memberstwo consecutive duly called and noticed meetings, present then the presence, in person or represented by proxy, unanimously agree of Directors designated by the Majority Stockholder shall constitute a quorum for the next meeting. (d) Commencing on July 1, 2012, on a quarterly basis, the Board shall meet to approve a Company budget, which shall include a quarterly line item for each advance permitted under the Line of Credit (the “Advance Line Item”). Fifteen days prior to the meeting and end of each quarter, the Chief Executive Officer of the Company, or his authorized representative, shall deliver to the items Board for its approval an updated and/or modified budget (the “CEO Modified Budget”). A majority of the Board shall, prior to the beginning of the applicable quarter, approve, reject or further modify the CEO Modified Budget; provided, however, that if the CEO Modified Budget is not approved by a majority of the Board including at least one Minority Director, the Chief Executive Officer of the Company is nonetheless permitted to request Advances under (and as defined in) the Line of Credit for the subsequent quarter in an amount not to exceed 50% of the average of the prior two quarters’ Permitted Drawdowns. (e) Unless otherwise restricted by this Agreement, any action required or permitted to be discussed on taken at any meeting of the agendaBoard or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. 4. Meetings will normally take place at (f) The Company shall pay all fees, charges and expenses (including travel and related expenses) incurred by each Director in connection with: (i) attending the meetings of the Board and all committees thereof and (ii) conducting any other Company business requested by the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.

Meetings of the Board of Directors. Section 1. The Board of Directors will meet as often as necessary to carry out its duties effectively andof the corporation may hold meetings, at leastboth regular and special, eight (8) times a year, with one meeting being held at least every quartereither within or without the state of incorporation. Section 2. The first meeting of each newly elected Board of Directors must also meet when requested shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to do the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. Section 3. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Section 4. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called at the request of three directors (or all directors in the event the Board is comprised of fewer than three directors). The Secretary shall give notice of any special meeting by mailing the same at least three days, or by telegraphing, telexing, telecopying, telephoning or personally delivering the same at least one day, before the meeting to each director; but such notice may be waived by any director. When notice is given to a director by telephone, it shall be effective in accordance with Article IV, Section 1 of these by-laws. Section 5. The number of directors that shall constitute a quorum shall be not less than one-third of the whole Board of Directors nor less than two directors (2) of its members or one director in the event that the Board is comprised of one director) and the act of a majority of the independent directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, in writing addressed to except as may be otherwise specifically provided by statute or by the Chairman indicating articles of incorporation; provided, however, that when the agendawhole Board is comprised of only one director, then one director shall constitute a quorum and the vote of such director shall constitute the act of the Board of Directors. In this caseIf a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 6. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors will or of any committee thereof may be called taken without a meeting, if a written consent thereto is signed by the Chairman, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call all members of the Board or of Directors, without need of a justifying causesuch committee as the case may be, and provided that such written consent is filed with the request is supported minutes of proceedings of the Board or committee. Section 7. Unless otherwise restricted by at least one third the articles of incorporation or by these by-laws, the members of the Board of DirectorsDirectors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Section 8. Any consent, vote, or approval of a director may be called executed and delivered by electronic means. Without limiting the Directors who requested it if they constitute at least one third generality of the members of the Board. 2. Meetings will be called by letter, fax, telegram, e-mail, or any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoing, the meeting of the Board of Directors will a PDF counterpart, or multiple PDF counterparts, shall be considered valid and enforceable, and it shall not be necessary for any director to deliver an original signature or for all signatures to be validly held without any need for a call if all its members, present or represented by proxy, unanimously agree on the same counterpart. Any counterpart signature page may be attached to the meeting body of an instrument to form a complete and to the items to be discussed on the agendaintegrated whole. 4. Meetings will normally take place at the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.

Meetings of the Board of Directors. 1. The 22.1 In the event that the Company is managed by a Board of Directors, the Board of Directors will meet as often as necessary to carry out its duties effectively andshall meet, upon convocation by a director, at leastthe registered office of the Company or at a different place indicated in the notice of convocation, eight (8) times provided that it is in Italy, whenever they deem it necessary or when a year, with one meeting being held at least every quarter. The Board of Directors must also meet when requested written request is made to do so the Chair or the Managing Director by at least two (2) of its members directors or one by the Chair of the independent DirectorsBoard of Statutory Auditors. 22.2 Meetings of the Board of Directors may also be held by means of telecommunications (including, without limitation, audio and video conferencing), provided that all participants can be identified, that such identification is recorded in writing addressed the relevant minutes and that they are allowed to follow the Chairman indicating discussion and to participate in real time in the discussion of the items on the agenda, exchanging documentation where necessary. In this case, the meeting of the Board of Directors will shall be deemed to have been held at the place where the person chairing the meeting and the person acting as its secretary are located, so as to enable the minutes to be drawn up and signed. 22.3 The meeting is called by registered letter or fax or e-mail or telegram or by other means that guarantee proof of receipt to the Chairmanaddress or number indicated by each Director and Statutory Auditor, through any written by means addressed personally to each Directorof a notice containing the date, time and place of the meeting and a detailed list of matters to be held within fifteen discussed. The convocation is made by notice sent with at least 5 (15five) working days following notice and, in case of urgency, at least 24 (twenty-four) hours before. The Board of Directors is validly convened, including in the request at absence of a formal convocation, if all the registered officedirectors and statutory auditors are present. 22.4 The Board of Directors shall be convened with sufficient frequency to allow all Directors to be promptly provided by the Chief Executive Officer with all relevant internal information on the Company's operating, economic and financial performance (including on a consolidated basis) (including management and accounting data) and, in particular, written information on the Company's economic/financial results. One month having elapsed after In the date case of receipt significant events with respect to the normal performance of the request without Company that have not been duly reported by the Chairman having issued a call Managing Director during the regular meetings of the Board of Directors, without need of a justifying cause, each Director shall have the right to request the Managing Director to carry out the necessary verifications and provided that the request is supported by at least one third provide an explanation of the reasons for the aforesaid significant events. 22.5 If, due to resignation or other causes: (i) one or more members (but not the majority) of the board, appointed as per articles 6.2 (a) and 6.3(a) of this Regulation, cease their functions, the substitute/s will be appointed according to the above procedure. (ii) the majority of the directors ceases to hold office, the entire Board of Directors shall be deemed to have lapsed with effect from the time of its reconstitution. The remaining Directors shall urgently convene the Shareholders' Meeting for the appointment of all the directors, which shall take place in accordance with the provisions of articles 6.2(a) and 6.3(a) above of these Articles of Association. From the moment in which a cause for the forfeiture of the entire Board of Directors occurred until its reconstitution, the Directors remaining in office will carry out only acts of ordinary administration. 22.6 If all the Directors cease to be in office, the Board of Statutory Auditors performs the acts of ordinary administration and must urgently call the Shareholders' Meeting to appoint the entire Board of Directors, a meeting of the Board may be called by the Directors who requested it if they constitute at least one third of the members of the Board. 2. Meetings will be called by letter, fax, telegram, e-mail, or any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets. 3. Notwithstanding the foregoingIn this case as well, the meeting appointment of the Board of Directors will be considered to be validly held without any need for a call if all its members, present or represented by proxy, unanimously agree to the meeting and to the items to be discussed on the agenda. 4. Meetings will normally shall take place at in accordance with the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition provisions of those attending articles 6.2(a) and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located6.3(a)above. 5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pursuant to the legislation in force.