Article 783Approval of the Absorption-Type Merger Agreement

②Notwithstanding the provisions of the preceding paragraph, if a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is not a company with classes shares, if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange (hereinafter referred to as the "consideration for the merger, etc." in this Article and paragraph (1) of the following Article) are equity interests, etc. (meaning equity interests of a membership company or those prescribed by Ministry of Justice Order as being equivalent thereto; hereinafter the same applies in this Article), the consent of all shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange must be obtained with regard to the absorption-type merger agreement or the share exchange agreement.

③If a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is a company with classes shares, if all or part of the consideration for the merger, etc. are shares with a restriction on transfer, etc. (meaning shares with a restriction on transfer and those prescribed by Ministry of Justice Order as being equivalent thereto; hereinafter the same applies in this Chapter), the absorption-type merger or the share exchange does not become effective without a resolution at a general meeting of class shareholders constituted by the class shareholders of the class of shares subject to the allotment of the shares with a restriction on transfer, etc. (excluding shares with a restriction on transfer) (if there are two or more classes of shares relating to the class shareholders, the respective general meetings of class shareholders constituted by class shareholders categorized by the class of relevant two or more classes of shares); provided, however, that this does not apply to cases where there is no class shareholder who is able to exercise a voting right at relevant general meeting of class shareholders.

④If a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is a company with classes shares, and all or part of the consideration for the merger, etc. are equity interests, etc., the absorption-type merger or the share exchange does not become effective without the consent of all shareholders of the class subject to the allotment of the equity interests, etc.

⑤An disappearing stock company, etc. must notify its registered pledgees of shares (excluding the registered pledgees of shares in the cases prescribed in paragraph (2) of the following Article) and registered pledgees of share options concerning the share options specified in the items of Article 787, paragraph (3) that it will effect the absorption-type merger, etc. by twenty days prior to the effective day.

⑥A public notice may be substituted for the notice under the provisions of the preceding paragraph.