Common use of Representative Director Clause in Contracts

Representative Director. The Company shall have one (1) Representative Director, who shall be elected by a resolution of the Board. The Representative Director shall serve as president and chief executive officer of the Company and shall represent the Company, observe and enforce the matters resolved by the Board and the General Meeting of Shareholders and the provisions of this Agreement and be responsible for the general management of the Company. The term of office of the Representative Director shall be three (3) years; provided, however, that if such term expires before the close of the ordinary General Meeting of Shareholders concerning the last fiscal year that ended during the three-year term, it shall be extended until the close of such General Meeting of Shareholders. The Representative Director shall be nominated and elected as follows: a. For so long as Samsung has a Shareholding of at least fifty percent (50%) or the largest Shareholding (including where Samsung is one of the largest Shareholders having the same Shareholding), Samsung shall have the right to nominate one of the Directors nominated by it for election at a meeting of the Board as Representative Director, and Biogen shall procure for its nominated Directors to exercise voting rights so that such nominee of Samsung shall be elected as Representative Director. b. In the event that Biogen becomes entitled to nominate a majority of the total number of Directors under this Agreement, Biogen shall have the right to nominate one of the Directors nominated by it for election at a meeting of the Board as Representative Director, and Samsung shall procure for its nominated Directors to exercise voting rights so that such nominee of Biogen shall be elected as Representative Director. c. In all other cases (other than the cases falling under Section 8.1(a) or 8.1(b) above), the Representative Director shall be elected in accordance with the Articles of Incorporation and applicable law, with no nomination right exercised by either Party. d. The Party entitled to nominate the Representative Director shall consult in good faith with the other Party prior to making such nomination. e. The provisions of Section 7.2(c) and (d) shall apply to the Representative Director, mutatis mutandis; provided that for so long as Biogen has the right to nominate the same number of Directors as Samsung under this Agreement following the exercise by Biogen of the Biogen Option, in the event Samsung decides to replace the Representative Director nominated by it whether his term of office has expired or not, Samsung shall obtain prior written consent from Biogen for any replacement Representative Director to be nominated by Samsung for election at a meeting of the Board, which consent shall not be unreasonably withheld, delayed or conditioned.

Representative Director. The Company shall have one (1) Representative Director, who shall be elected by a resolution of the Board. The Representative Director shall serve as president and chief executive officer of the Company and shall represent the Company, observe and enforce the matters resolved by the Board and the General Meeting of Shareholders and the provisions of this Agreement and be responsible for the general management of the Company. The term of office of the Representative Director shall be three (3) years; provided, however, that if such term expires before the close of the ordinary General Meeting of Shareholders concerning the last fiscal year that ended during the three-year term, it shall be extended until the close of such General Meeting of Shareholders. The Representative Director shall be nominated and elected as follows: a. (a) For so long as Samsung SFC has a Shareholding of at least fifty percent (50%) or the largest Shareholding (including where Samsung SFC is one of the largest Shareholders having the same Shareholding), Samsung SFC shall have the right to nominate one of the Directors nominated by it for election at a meeting of the Board as Representative Director, and Biogen MEMC Singapore shall procure for its nominated Directors to exercise voting rights so that such nominee of Samsung SFC shall be elected as Representative Director. b. (b) In the event that Biogen MEMC Singapore becomes entitled to nominate a majority of the total number of Directors under this Agreement, Biogen MEMC Singapore shall have the right to nominate one of the Directors nominated by it for election at a meeting of the Board as Representative Director, and Samsung SFC shall procure for its nominated Directors to exercise voting rights so that such nominee of Biogen MEMC Singapore shall be elected as Representative Director.. EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION c. (c) In all other cases (other than the cases falling under Section 8.1(a7.1(a) or 8.1(band (b) above), the Representative Director shall be elected in accordance with the Articles of Incorporation and applicable law, with no nomination right exercised by either Party. d. (d) The Party entitled to nominate the Representative Director shall consult in good faith with the other Party prior to making such nomination. e. (e) The provisions of Section 7.2(c6.2(c) and (d) shall apply to the Representative Director, mutatis mutandis; provided that for so long as Biogen has the right to nominate the same number of Directors as Samsung under this Agreement following the exercise by Biogen of the Biogen Option, in the event Samsung decides to replace the Representative Director nominated by it whether his term of office has expired or not, Samsung shall obtain prior written consent from Biogen for any replacement Representative Director to be nominated by Samsung for election at a meeting of the Board, which consent shall not be unreasonably withheld, delayed or conditioned.