If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options (if the share options are attached to bonds with share options, and there a holder thereof demands that the disappearing stock company, etc. purchase the bonds constituting those bonds with share options, including relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the disappearing stock company, etc. (after the day of formation of the company incorporated in the consolidation-type merger in cases of effecting a consolidation-type merger, the company incorporated in the consolidation-type merger; hereinafter the same applies in this Article), the disappearing stock company, etc. must make payment within sixty days from the day of formation of the incorporated company.
If no agreement on the determination of the price of the share options is reached within thirty days from the day of formation of the incorporated company, share option holders or the disappearing stock company, etc. may file a petition for the court to determine the price within thirty days after the expiration of that period.
Notwithstanding the provisions of paragraph (8) of the preceding Article, in the cases prescribed in the preceding paragraph, if the petition under that paragraph is not filed within sixty days from the day of formation of the incorporated company, share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of the period.
The disappearing stock company, etc. must also pay interest on the price determined by the court at the statutory rate from and including the day of the expiration of the period referred to in paragraph (1).
A disappearing stock company, etc. may pay the amount that the disappearing stock company, etc. considers to be a fair price to share option holders by the determination of price of share options.
The purchase of share options relating to the exercise of appraisal rights on share option becomes effective on the day of formation of the incorporated company.
If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the share option certificates.
If a share option holder exercises appraisal rights on share options with respect to share options attached to a bond with share options for which a certificate for a bond with share options is issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the certificate for the bond with share options.
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share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
consolidation-type merger
「新設合併」
A merger of two or more companies in which all of them cease to exist and a new company formed by the merger takes over all their rights and obligations.
Defined inArticle 2, paragraph (1), item (xxviii)· applies throughout the law
certificate for bonds with share optionsmachine translation
「新株予約権付社債券」
A certificate representing bonds with share options, as provided for in Article 249, item (ii).
Defined inArticle 249, paragraph (1), item (ii)
company incorporated in the consolidation-type merger
「新設合併設立会社」
The new company formed in a consolidation-type merger, which takes over all the rights and obligations of the companies that merged into it.
Short name set inArticle 753, paragraph (1)· applies only in this part
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in a consolidation-type merger, splits off business in an incorporation-type company split, or becomes a wholly owned subsidiary in a share transfer, and must keep the merger agreement, split plan or share transfer plan at its head office.
Short name set inArticle 803, paragraph (1)· applies only in this division
incorporated company
「設立会社」
The new company formed in a consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 803, paragraph (1)· applies only in this division
exercise of appraisal rights on share options
「新株予約権買取請求」
A share option holder's demand that the company buy back their share options at a fair price, allowed when the company makes certain changes such as amending its articles of incorporation, converting into another kind of company, merging or splitting.
Short name set inArticle 808, paragraph (2)· applies only in this division