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The 1993 basic agreement superseded all previous agreements
with respect to the subject matter in the 1993 agreement.
The following provisions replaced the veto provision in the 1973
basic agreement:
(1) Actions involving the change or conclusion of
significant license agreements or the acquisition or
sale of shares in other companies will not be taken
until the matter has been discussed at a Board of
Directors meeting unless all of the Directors agree
otherwise in writing.
(2) Except for transfers pursuant to Article 3
[of the 1993 basic agreement, which allows Burndy-Japan
shareholders to sell their shares under certain
conditions], the transfer of the whole or an essential
part of the business of Burndy-Japan shall require a
prior unanimous consent of all the parties hereto which
own not less than 5% of the issued shares, provided
that such transfers which concern the Electrical
Division shall require the unanimous consent of all
shareholders of Burndy-Japan.
Under the 1993 basic agreement, (1) Burndy-US could decide
how many directors Burndy-Japan would have; (2) each party could
nominate directors in proportion to their shareholdings; and (3)
Furukawa and Sumitomo could each designate one director if each
owned at least 5 percent of the stock of Burndy-Japan.
As a result of the 1993 stock sale, Burndy-US owned 90
percent of the stock of Burndy-Japan. Burndy-US removed Hijikata
as president in 1993 after Burndy-US increased its stock
ownership in Burndy-Japan to 90 percent.
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