Common use of Board of Statutory Auditors Clause in Contracts

Board of Statutory Auditors. (a) The board of statutory auditors of MergeCo shall comprise three standing members and two alternate members, appointed for a three-year term. Whenever MergeCo is required to appoint all members of the board of statutory auditors under the applicable law, the Company shall take all steps necessary for the appointment of one standing member and one alternate member proposed by each Major Shareholder of the Company (designated by the Shareholders in accordance with clause 6.7). The right to propose the third standing member of the board of statutory auditors will rotate between each Major Shareholder every time MergeCo is required to appoint all members of the board of statutory auditors under the applicable law. The Company shall take all steps necessary for the appointment of (i) the member so designated as third standing member of the board of statutory auditors; and (ii) the standing member proposed by the other Major Shareholder as chairman of the board of statutory auditors. The Major Shareholders shall agree the appointment of the first chairman. (b) Should any member of the board of statutory auditors cease from his/her office for any reason whatsoever before the expiry of the term of appointment, the Company shall timely take all steps necessary to ensure that the composition of the board of statutory auditors complies with the provision of paragraph (a) above.