Common use of Matters Requiring the Approval of the Shareholders Clause in Contracts

Matters Requiring the Approval of the Shareholders. The JV Parties shall use best efforts to cause each of the following actions to require the approval of the shareholders of the Joint Venture Company by resolution adopted in accordance with Section 6.4 above: (a) amending, restating or revoking the Articles of Incorporation; (b) electing or removing the directors or the supervisors; (c) determining the compensation of any director or supervisor; (d) approving the balance sheet and other financial statements received from the Board of Directors; (e) appointing and removing the auditors of the Joint Venture Company; (f) approval of surplus earning distribution or loss offset proposals; (g) any merger, consolidation or other business combination to which the Joint Venture Company is a party, or any other transaction to which the Joint Venture Company is a party (other than where the Joint Venture Company is merged or combined with or consolidated into a Wholly-Owned Subsidiary of the Joint Venture Company), resulting in (i) a change of control of the Joint Venture Company, other than a change of control that may occur pursuant to Section 9.3, 12.3, 12.6 or 13.1 or (ii) the sale of all or substantially all assets of the Joint Venture Company; (h) voluntary submission by the Joint Venture Company to receivership, bankruptcy or any similar status; (i) liquidation or dissolution of the Joint Venture Company; and (j) other actions reserved to the determination of the shareholders of the Joint Venture Company by the ROC Company Law.