Common use of Members of the Board of Directors; Voting; etc Clause in Contracts

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by Toshiba, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the Unitholders. Each Unitholder shall vote its Units to elect as Directors those persons nominated by the other Unitholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Act, each Director shall serve at the pleasure of the designating Unitholder and may be removed as such, with or without cause, and his successor designated, by the designating Unitholder. Each Unitholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's appointees. Each Unitholder shall vote its Units in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder shall bear any cost incurred by any Director nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder shall notify the other Unitholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member has nominated to the Board of Directors. Each Unitholder shall promptly notify the other Unitholder and the Company of any change in such Unitholder's nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not to be present at any meeting for which notice was not properly given under Section 5.1(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by Toshiba, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the UnitholdersShareholders. Each Unitholder Shareholder shall vote its Units Shares to elect as Directors those persons nominated by the other UnitholderShareholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders Shareholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Companies Act, each Director shall serve at the pleasure of the designating Unitholder Shareholder and may be removed as such, with or without cause, and his successor designated, by the designating UnitholderShareholder. Each Unitholder Shareholder shall have the right to designate a replacement Director in the event of any vacancy among such UnitholderShareholder's appointees. Each Unitholder Shareholder shall vote its Units Shares in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder Shareholder shall bear any cost incurred by any Director Direct01· nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder Shareholder shall notify the other Unitholder Shareholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member has nominated to the Board of DirectorsShareholder h s nominated. Each Unitholder Shareholder shall promptly notify the other Unitholder Shareholder and the Company of any change in such UnitholderShareholder's nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement of all Directors is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board i of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not not' to be present at any meeting for which notice was not properly given under Section 5.1(c5.l(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated designated by Toshiba, and the other three (3) of which shall be nominated designated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the Unitholders. Each Unitholder shall vote its Units to elect as Directors those persons nominated by the other Unitholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders for the fiscal year last to end within a one (1) year after his or her assumption of the directorshipterm, and shall be shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Act, each Director shall serve at the pleasure of the designating Unitholder and may be removed as such, with or without cause, and his successor designated, by the designating Unitholder. Each Unitholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's appointees. Each Unitholder shall vote its Units in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder shall bear any cost incurred by any Director nominated designated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder shall notify the other Unitholder and the Company of the name, business address and business telephone, e-mail address telephone and facsimile numbers of each Director that such Member has nominated appointed to the Board of Directors. Each Unitholder shall promptly notify the other Unitholder and the Company of any change in such Unitholder's nominated appointments or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not to be present at any meeting for which notice was not properly given under Section 5.1(c5.01(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting. (ix) Any resolution of the Board of Directors may be adopted by obtaining the written consent of each Director.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by Toshiba, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the UnitholdersShareholders. Each Unitholder Shareholder shall vote its Units Shares to elect as Directors those persons nominated by the other UnitholderShareholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders Shareholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Companies Act, each Director shall serve at the pleasure of the designating Unitholder Shareholder and may be removed as such, with or without cause, and his successor designated, by the designating UnitholderShareholder. Each Unitholder Shareholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's Shareholder’s appointees. Each Unitholder Shareholder shall vote its Units Shares in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder Shareholder shall bear any cost incurred by any Director nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder Shareholder shall notify the other Unitholder Shareholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member Shareholder has nominated to the Board of Directorsnominated. Each Unitholder Shareholder shall promptly notify the other Unitholder Shareholder and the Company of any change in such Unitholder's Shareholder’s nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement of all Directors is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not to be present at any meeting for which EXECUTION VERSION notice was not properly given under Section 5.1(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by ToshibaXxxxxxx, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the Unitholders. Each Unitholder shall vote its Units to elect as Directors those persons nominated by the other Unitholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Act, each Director shall serve at the pleasure of the designating Unitholder and may be removed as such, with or without cause, and his successor designated, by the designating Unitholder. Each Unitholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's ’s appointees. Each Unitholder shall vote its Units in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder shall bear any cost incurred by any Director nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder shall notify the other Unitholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member has nominated to the Board of Directors. Each Unitholder shall promptly notify the other Unitholder and the Company of any change in such Unitholder's ’s nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not to be present at any meeting for which notice was not properly given under Section 5.1(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by ToshibaXxxxxxx, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the UnitholdersShareholders. Each Unitholder Shareholder shall vote its Units Shares to elect as Directors those persons nominated by the other UnitholderShareholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders Shareholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Companies Act, each Director shall serve at the pleasure of the designating Unitholder Shareholder and may be removed as such, with or without cause, and his successor designated, by the designating UnitholderShareholder. Each Unitholder Shareholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's Shareholder’s appointees. Each Unitholder Shareholder shall vote its Units Shares in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder Shareholder shall bear any cost incurred by any Director nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder Shareholder shall notify the other Unitholder Shareholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member has nominated to the Board of DirectorsShareholder h s nominated. Each Unitholder Shareholder shall promptly notify the other Unitholder Shareholder and the Company of any change in such Unitholder's Shareholder’s nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement of all Directors is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board i of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not not’ to be present at any meeting for which notice was not properly given under Section 5.1(c5.l(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.

Members of the Board of Directors; Voting; etc. (i) The Board of Directors of the Company shall consist of six (6) Directors, three (3) of which shall be nominated by Toshiba, and the other three (3) of which shall be nominated by SanDisk; provided that the total number of Directors of the Company may be changed by mutual agreement of the UnitholdersShareholders. Each Unitholder Shareholder shall vote its Units Shares to elect as Directors those persons nominated by the other UnitholderShareholder. (ii) Directors shall be elected to serve until complete adjournment of the annual meeting of Unitholders Shareholders for the fiscal year last to end within one (1) year after his or her assumption of the directorship, and shall be eligible for re-election. (iii) Subject to the fiduciary duty of Directors under the Japan Companies Act, each Director shall serve at the pleasure of the designating Unitholder Shareholder and may be removed as such, with or without cause, and his successor designated, by the designating UnitholderShareholder. Each Unitholder Shareholder shall have the right to designate a replacement Director in the event of any vacancy among such Unitholder's Shareholder’s appointees. Each Unitholder Shareholder shall vote its Units Shares in favor of any such removal and in favor of any such replacement Director. (iv) Each Unitholder Shareholder shall bear any cost incurred by any Director nominated by it to serve on the Board of Directors, and no Director shall be entitled to compensation from the Company for serving in such capacity. (v) Each Unitholder Shareholder shall notify the other Unitholder Shareholder and the Company of the name, business address and business telephone, e-mail address and facsimile numbers of each Director that such Member Shareholder has nominated to the Board of Directorsnominated. Each Unitholder Shareholder shall promptly notify the other Unitholder Shareholder and the Company of any change in such Unitholder's Shareholder’s nominated or of any change in any such address or number. (vi) For purposes of any approval or action taken by the Board of Directors, each Director shall have one vote. Unless otherwise required under Japanese law, unanimous agreement of all Directors is required for valid action to be taken by the Board of Directors. (vii) At any meeting of the Board of Directors, each Director may exercise his vote by proxy; provided, that such proxy shall submit to the Company, prior to the relevant meeting, a power of attorney duly signed by the Director and/or other document establishing its power of representation; and provided, further, that the conferment of the power of proxy for one meeting of the Board of Directors shall not be deemed to be a conferment of the power of proxy for any subsequent meeting of the Board of Directors. (viii) The quorum necessary for any meeting of the Board of Directors shall be those Directors entitled to cast all of the votes held by the members of the Board of Directors. A quorum shall be deemed not to be present at any meeting for which notice was not properly given under Section 5.1(c) (Meetings, Notices, etc.), unless the Director or Directors as to whom such notice was not properly given attend such meeting without protesting the lack of notice or duly execute and deliver a written waiver of notice or a written consent to the holding of such meeting.