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Otherwise, the Board of Directors also will be solely liable for damage which suffered
by a company if the process of company’s approval and validation is not acting on its
capacity or is not pursuant to Company’s Article of Associations.
2. Company restructuring
The Stockholders entitled to acquire the details regarding on the Company from the
Board of Directors and/or Commissioner Council, in connection with the agenda of
meeting in General Stockholder’s meeting (“RUPS”) and it shall not be dissenting to
the Company’s interest.
In the event of the Directors shall not notify RUPS, therefore the stockholders
re-submit the request of the RUPS event to the Commissioner Council. The
Commissioner Council shall notify RUPS within at least 15 (fifteen) days of the
request date of the RUPS event accepted. Meanwhile, in the event of the
Board of Directors or the Commissioner Council shall not notify RUPS event,
therefore the stockholders may submit the application to the Chief justice of
district court which its domicile around the company's domicile to stipulate
the permission to the applicant (stockholders) to notify the RUPS.
The notification of RUPS performed within at least 14 days before the date of
RUPS held, by not counting the date of notification and the date of RUPS. The
notification of RUPS is performed by the written document and/or the
advertisement in newspapers. In the notification of RUPS consists of date,
time, place, and agenda of meeting along with the notification of materials to
be discussed in RUPS provided in Company of the date of notification RUPS
until the event of RUPS.
4. Board of Directors
The Article 102 of UUPT require the Board of Directors to obtain the approval
of RUPS to (i) acquire the Company’s Assets, or (ii) to make the
Company’s assets as a debt guarantee, if the company’s acts involving more
than 50% (fifty percent) the total of company’s assets in 1 (one) transaction
or more, whether having a connection each other or not. Besides the duty
abovementioned, the liability of duty of the board of the directors also may
provide under the Company’s article of associations.