Article 1. Definitions for LG Display Co., Ltd. (LPL)

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LPL » Topics » Article 1. Definitions

This excerpt taken from the LPL 20-F filed Apr 11, 2005.

Article 1. Definitions

The terms defined in this Article shall have the following meaning ascribed to them whenever they are used in this Agreement, unless otherwise clearly indicated by the context:

1.1	“Affiliate of LPL” shall mean any company, thirty percent (30%) or more of voting stock of which is individually or collectively, directly or indirectly, owned by LPL.

1.2	“Agreement” shall mean this Joint Venture Agreement, including all exhibits and schedules hereto, as the same may hereafter be amended, modified or supplemented from time to time as set forth herein.

1.3	“Articles of Incorporation” shall mean the Articles of Incorporation of the JVC.

1.4	“Board of Directors” shall mean the Board of Directors of the JVC.

1.5	“Business Plan” shall be a five-year business plan of the JVC (including any amendments thereto) to be mutually agreed upon by the Parties as of the Effective Date.

1.6	“Closing” shall mean completion of the subscription of JVC shares by LPL under Article 5

1.7	“Closing Date” shall mean the date on which the Closing takes place.

1.8	“Cut-off Date” shall have the meaning described in Article 3.3.1.

1.9	“Deadlock” shall mean a situation in which:

(a)

a resolution on any of the matters stipulated in Article 10.4 has been proposed at a General Meeting of the Shareholders or at a meeting of the Board of Directors;

(b)

the said resolution has not been approved at such meeting because of lack of the necessary votes due to objection by NEG or LPL or a board member nominated by NEG or LPL, as applicable; and

(c)

the said resolution has not been withdrawn by the proposer (the proposer having expressed an intention to propose the same resolution at the next meeting of the Board of Directors or the next General Meeting of Shareholders, as applicable) and such matter is not approved at a General Meeting of the Shareholders or at a meeting of the Board of Directors within 45 days of the first meeting of the Board of Directors or the General Meeting of Shareholders at which it was proposed.

1.10	“Director” shall mean the director of the JVC.

1.11	“Effective Date” shall be the date of execution hereof or the date on which all Government Approvals of this Agreement, as defined in Article 1.14, are issued, if necessary, whichever comes later.

1.12	“Equipment Purchasing Transaction” shall mean a transaction under which the JVC shall purchase the equipment as described in Exhibit D for the supply of the Products to LPL.

1.13

“Fair Market Value” shall mean the fair market value of the JVC’s shares determined based on the net equity value of the JVC by an independent appraiser (“Independent Appraiser”) acceptable to NEG and LPL which shall be agreed to by NEG and LPL within 15 days after the delivery of the relevant Option Notice under Article 15 or notice of exercising the rights under Article 17.2 or Article 17.3 hereof, as the case may be. If the Parties cannot agree to the Independent Appraiser, the chairman of the Korean Institute of Certified Public Accountants shall determine the Independent Appraiser. The Independent Appraiser shall be directed to determine the Fair Market Value within 30 days after its engagement.

1.14	“General Meeting of Shareholders” shall mean a General Meeting of Shareholders of the JVC.

1.15

“Government Approvals of this Agreement” shall mean the approval by the governmental authorities of the application for foreign investment made by NEG pursuant to the Foreign Investment Promotion Act and of this Agreement under the Monopoly Regulation and Fair Trade Act (including the pre-Closing informal antitrust clearance by LPL under the Monopoly Regulation and Fair Trade Act, if applicable), and, if applicable, the Foreign Exchange Transaction Act. Whenever any Government Approval of this Agreement, as defined above, is used, it shall be read and understood to mean a government approval in form and substance acceptable to the Parties.

1.16

“LG Related Company” shall mean any and all related companies within the LG Business Group (in Korean “ki-up-jip-dan”) under the Monopoly Regulation and Fair Trade Law of Korea. In the future, if the relevant provisions of the Monopoly Regulations and Fair Trade Law are amended or abolished, the “LG Related Company” shall be determined in accordance with the Monopoly Regulations and Fair Trade Law effective as of the date hereof.

1.17	“Lien” shall mean any lien, pledge, mortgage, security interest, assessment, charge or other encumbrance.

1.18	“Person” shall mean any individual, partnership, corporation, trust or other entity, or any government or political subdivision, or any agency, department or instrumentality thereof.

1.19	“Product(s)” shall mean LCD Glass manufactured or after-processed by the JVC.

1.20	“Related Agreements” shall mean the Technical Assistance and License Agreement and Material Glass Supply Agreement.

1.21	“Subsidiary” shall mean an entity controlled by, or under common control with, a Party to the Agreement, through ownership or control of 50% or greater of the voting power of the shares or other means of ownership or control, for as long as such ownership or control continues to exist.

1.22	“Shareholder” shall mean the shareholder of the JVC.

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LG Display (LPL)

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