Common use of Disposition of Common Stock Clause in Contracts

Disposition of Common Stock. For a period of five (5) years following the incorporation of the Company, neither Partner shall directly or indirectly sell, assign, transfer or otherwise dispose of, or pledge or otherwise encumber, any shares of common stock of the Company without the prior written consent of the other Partner. After such five (5) year period, transfer of the Company's shares of common stock will be subject to the approval of the Company's Board of Directors and may then be transferred pursuant to the laws of Japan and the Articles of Incorporation of the Company. Notwithstanding anything herein contained to the contrary, a Partner may transfer its shares in the Company and its rights and obligations under this Agreement as part of a sale of all or substantially all of its assets, a merger, consolidation or other business combination in the Partner whether or not the Partner is the surviving entity.