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67 of 1947)), or within the area of any of its neighboring cities, towns or villages for twenty years from the day of the assignment of the business.

(2) In cases where the Assignor Company agreed to a special provision to the effect that it will not carry out the same line of the business, the effectiveness of the special provision shall be limited to the period of thirty years from the day of the assignment of the business.

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Chapter III Employees of a Company Section 1 Employees of a Company (Manager) Article 10.

A Company (hereinafter in this Part including a Foreign Company) may appoint manager(s) and have him/her carry out its business at its head office or branch office.

Section 3 Procedures of a Consolidation-type Merger, etc.

Part VI Foreign Company Part VII Miscellaneous Provisions Chapter I Dissolution Order, etc.

The formation, organization, operation and management of companies shall be governed by the provisions of this Act, except as otherwise provided by other acts. In this Act, the meanings of the terms listed in the following items shall be as prescribed respectively in those items: (i) "Company" means any Stock Company, General Partnership Company, Limited Partnership Company or Limited Liability Company; (ii) "Foreign Company" means such any juridical person incorporated under the law of a foreign country or such other foreign organization that is of the same kind as the Company or is similar to a Company; (iii) "Subsidiary" means any entity which is prescribed by the applicable Ordinance of the Ministry of Justice as the juridical person the management of which is controlled by a Company, including, but not limited to, a Stock Company a majority of all votes in which are owned by the Company; (iv) "Parent Company" means any entity which is prescribed by the applicable Ordinance of the Ministry of Justice as a juridical person who controls the management of a Stock Company, including, but not limited to, a Company which has a Stock Company as its Subsidiary; (v) "Public Company" means any Stock Company the articles of incorporation of which do not require, as a feature of all or part of its shares, the approval of the Stock Company for the acquisition of such shares by transfer; (vi) "Large Company" means any Stock Company which satisfies any of the following requirements: (a) that the amount of the stated capital in the balance sheet as of the end of its Most Recent Business Year (hereinafter in this (a) and (b) below referring to the balance sheet reported to the annual shareholders' meeting under the provision of Article 439 in cases provided for in the first sentence of such Article, and referring to the balance sheet under Article 435(1) in cases where the first annual shareholders' meeting after the incorporation of the Stock Company has not yet been held) is 500,000,000 yen or more; or (b) that the total sum of the amounts in the liabilities section of the balance sheet as of the end of its Most Recent Business Year is 20,000,000,000 yen or more; (vii) "Company with Board of Directors" means any Stock Company which has a board of directors, or any Stock Company which is required to have a board of directors under the provisions of this Act; (viii) "Company with Accounting Advisors" means any Stock Company which has Accounting Advisor(s); (ix) "Company with Auditors" means any Stock Company which has auditor(s) (excluding any Stock Company the articles of incorporation of which provide that the scope of the audit by its auditor(s) shall be limited to an audit related to accounting), or any Stock Company which is required to have auditor(s) under the provisions of this Act; (x) "Company with Board of Auditors" means any Stock Company which has a board of auditors, or any Stock Company which is required to have a board of auditors under the provisions of this Act; (xi) "Company with Accounting Auditors" means any Stock Company which has accounting auditor(s), or any Stock Company which is required to have accounting auditor(s) under the provisions of this Act; (xii) "Company with Committees" means any Stock Company which has a nominating committee, an audit committee and a compensation committee (hereinafter referred to as "Committees"); (xiii) "Corporation with Class Shares" means any Business Corporation which issues two or more classes of shares with different features as to the matters listed in the items of Article 108(1), including, but not limited to, the Dividend of Surplus; (xiv) "Class Meeting" means a meeting of Class Shareholders (hereinafter referring to the shareholders of any class of shares of a Company with Class Shares); (xv) "Outside Director" means a director of any Stock Company who is neither an Executive Director (hereinafter referring to a director of a Stock Company listed in any item of Article 363(1), and any other director who has executed operation of such Stock Company) nor an executive officer, nor an employee, including a manager, of such Stock Company or any of its Subsidiaries, and who has neither ever served in the past as an executive director nor executive officer, nor as an employee, including a manager, of such Stock Company or any of its Subsidiaries; (xvi) "Outside Company Auditor" means an auditor of any Stock Company who has neither ever served in the past as a director, Accounting Advisor (or, in cases where the accounting advisor is a juridical person, any member thereof who was in charge of its advisory affairs) or executive officer, nor as an employee, including a manager, of such Stock Company or any of its Subsidiaries; (xvii) "Shares with Restriction on Transfer" means the shares in cases where a Stock Company provides, as a feature of all or part of its shares, that the approval of the Stock Company is required for the acquisition of such shares by transfer; (xviii) "Shares with Put Option" means the shares in cases where a Stock Company provides, as a feature of all or part of its shares, that a shareholder may demand the Stock Company to redeem such shares; (xix) "Shares Subject to Call" means the shares in cases where a Stock Company provides, as a feature of all or part of its shares, that such Stock Company may redeem such shares upon the occurrence of specified event; (xx) "Share Unit" means such certain number in cases where a Stock Company provides in its articles of incorporation that certain number of shares it issues constitute one unit of shares which entitles a shareholder to cast one vote in a shareholders' meeting or Class Meeting; (xxi) "Share Option" means any right which entitles the holder to acquire shares in a Stock Company by exercising the right against such Stock Company; (xxii) "Bond with Share Options" means any Bond with attached Share Options; (xxiii) "Bond" means any monetary claim owed by a Company by allotment under the provisions of this Act and which will be redeemed in accordance with the provisions on the matters listed in the items of Article 676; (xxiv) "Most Recent Business Year" means the latest of business years for which approval under Article 438(2) (or any approval under Article 436(3) in cases provided for in Article 439(1)) is obtained with respect to the financial statements provided in Article 435(2) relating to each business year, (xxv) "Dividend Property" means the property to be distributed in cases where a Stock Company pays the Dividend of Surplus; (xxvi) "Entity Conversion" means any change, through conversion, from a Company listed in (a) or (b) below, respectively, to another form of Company prescribed immediately thereafter in the said (a) or (b): (a) from a Stock Company to a General Partnership Company, Limited Partnership Company or Limited Liability Company; (b) from a General Partnership Company, Limited Partnership Company or Limited Liability Company to a Stock Company. Chapter II Trade Name of Company (Trade Name) Article 6. (2) A Company shall use in its trade name the words "Kabushiki-Kaisha," "Gomei-Kaisha," "Goushi-Kaisha" or "Goudou-Kaisha" respectively for Stock Company, General Partnership Company, Limited Partnership Company or Limited Liability Company.