Common use of Board Reserved Matters Clause in Contracts

Board Reserved Matters. 1) The decision on any delegation, assignment or revocation of any authority to a person, committee or other organization of the Company other than the Board (e.g. Managing Director, General Manager etc.) regarding any matters on which the Board has the authority to make a decision. 2) The approval and modification of business plan and strategic guidelines of the Company regarding the Business and new business lines (other than the Business) which is to be implemented by the Company. 3) The decision to invest or disinvest in new business lines other than the Business. 4) The decision on matters related to bonds for subscription. 5) The decision on matters related to mergers, company split, share swaps and/or share transfers, business transfer, or acquisition of business. 6) The decision on the establishment, relocation, closure, integration of a place of business (branch office, branch, sales office, plant research facility, etc.) 7) The decision on the payment to a third party that fall outside the normal course of business (indemnification, compensation or damage, donations, grants or monetary contributions, condolence payments or rewards, etc.), which is or exceeds JPY10 million in total per case or project. 8) The decision on the acquisition, purchase, transfer, lease, rental, lending or other disposition of fixed asset, intangible asset, or real estate, where the consideration, price, fee or charge is or exceeds JPY10 million per month, or JPY100 million in total, which is not approved by the Shareholders in a business plan or in this Agreement. 9) The decision on the acquisition or transfer of share, or on the creation of real rights or other security interests of shares of any other joint-stock company, where the consideration, price, fee or charge is or exceeds JPY 10 million in total per case or project. 10) The decision on the contribution or transfer of investment on entity other than joint-stock company, where the consideration, price, fee or charge is or exceeds JPY 10 million in total per case or project. 11) The decision on giving loans or granting collaterals to any third party(ies). 12) The decision on the matters related to fund management facilities (i.e. in the event the Company hold excess funds, to decide how to manage such excess funds.). 13) The decision on borrowing of funds, borrowing facilities for funds, ▇▇▇▇ discount facilities or the liquidation of assets, where the amount is or exceeds JPY10 million per case or project. 14) The decision on debt guarantees and reservations of guarantees. 15) The decision on the provision of collateral or other security interests. 16) The decision on joint venture, partnership or other strategic alliance (regardless of whether entering into written contract or not) with third parties which contains important matters for the Shareholders or the Company 17) The decision on the conclusion of any contracts by the Company that fall outside the normal course of business, where the consideration, price, fee or charge is or exceeds JPY100 million. 18) The decision on conclusion, amendment, dissolution or termination of any contracts between the Company and either Shareholder that fall outside the normal course of business. 19) The decision on matters related to the payment from or to either the Shareholder excluding the payment in accordance with certain contracts entered into by and between the Company and either the Shareholder and that will remain in full force and effect at the time.