Article 796Cases Where Approval of the Absorption-Type Merger Agreement Is Not Required

①The provisions of paragraphs (1) through (3) of the preceding Article do not apply if a company disappearing in an absorption-type merger, the company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange (hereinafter referred to as the "disappearing company, etc." in this division) is the special controlling company of the surviving stock company, etc.;provided, however, that this does not apply 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, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split are shares with a restriction on transfer, etc. of the surviving stock company, etc., and the surviving stock company, etc. is not a public company.

②The provisions of paragraphs (1) through (3) of the preceding Article do not apply if the amount set forth in item (i) does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the surviving stock company, etc., the proportion) of the amount set forth in item (ii); provided, however, that this does not apply in the cases set forth in the items of paragraph (2) of that Article or the cases prescribed in the proviso to the preceding paragraph:

③In the cases prescribed in the main clause of the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the surviving stock company, etc. to the effect that relevant shareholders dissent from the absorption-type merger, etc., within two weeks from the day of the notice under the provisions of Article 797, paragraph (3) or the public notice under paragraph (4) of that Article, the relevant surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.