Financial Instruments and Exchange Act

During the period starting from the day five days prior to the day of the general meeting referred to in paragraph (3) to the effective date, an incorporated association-operated financial instruments exchange disappearing in an absorption-type merger must keep documents or electronic or magnetic records in which the content of the absorption-type merger agreement and other particulars specified by Cabinet Office Order are stated or recorded at its principal office.

The member or creditor of an incorporated association-operated financial instruments exchange disappearing in an absorption-type merger may make the following requests of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger at any time during its business hours; provided, however, that in making the request referred to in item (ii) or (iv), the member or creditor must pay the cost specified by the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger:

a request to inspect a document referred to in the preceding paragraph;

a request to be issued a certified copy or extract of a document referred to in the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the information that has been recorded in the electronic or magnetic records referred to in the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

An incorporated association-operated financial instruments exchange disappearing in an absorption-type merger must obtain approval for the absorption-type merger agreement by general meeting resolution, by the day immediately preceding the effective date.

An incorporated association-operated financial instruments exchange disappearing in an absorption-type merger may not adopt a resolution approving an absorption-type merger agreement without the affirmative votes of three-fourths or more of all members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

If an absorption-type merger violates laws and regulations or articles of incorporation, and the members of the incorporated association-operated financial instruments exchange disappearing in an absorption-type merger are likely to suffer disadvantages, the members of the incorporated association-operated financial instruments exchange disappearing in an absorption-type merger may demand the incorporated association-operated financial instruments exchange disappearing in an absorption-type merger to refrain from implementing the absorption-type merger.

The provisions of Article 101-4 apply mutatis mutandis to an incorporated association-operated financial instruments exchange disappearing in an absorption-type merger.

If the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger gives public notice under the provisions of Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph in the Official Gazette as well as by the means of public notice (meaning the means by which the incorporated association-operated financial instruments exchange gives its public notices (excluding public notices that must be given by means of publication in the Official Gazette pursuant to the provisions of this Act); hereinafter the same applies in this Division) set forth in Article 939, paragraph (1), item (ii) of the Companies Act, pursuant to the provisions of the articles of incorporation under the provisions of Article 939, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to the following paragraph, the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger is not required to give the individual demand under the provisions of Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph.

The provisions of Article 939, paragraph (1) (limited to the part that involves items (i) and (ii)) of the Companies Act apply mutatis mutandis to the public notice referred to in the preceding paragraph.

An incorporated association-operated financial instruments exchange disappearing in an absorption-type merger may change the effective date by agreement with the financial instruments exchange surviving the absorption-type merger.

In the case referred to in the preceding paragraph, the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger must issue public notice of the new effective date by the day immediately preceding the old effective date (or, if the new effective date comes before the old effective date, by the day immediately preceding the new effective date).

If the effective date is changed pursuant to the provisions of paragraph (9), the new effective date is deemed to be the effective date and the provisions of this subsection apply.

During the period starting from the day five days prior to the day of the general meeting referred to in the following paragraph to the day on which six months have elapsed since the effective date, the incorporated association-operated financial instruments exchange surviving an absorption-type merger must keep the documents or electronic or magnetic records in which the content of the absorption-type merger agreement and other particulars specified by Cabinet Office Order are stated or recorded, at its principal office.

An incorporated association-operated financial instruments exchange surviving an absorption-type merger must obtain approval for the absorption-type merger agreement by general meeting resolution, by the day immediately preceding the effective date.

An incorporated association-operated financial instruments exchange surviving an absorption-type merger may not adopt a resolution approving an absorption-type merger agreement without the affirmative votes of three-fourths or more of all members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

If an absorption-type merger violates laws and regulations or articles of incorporation, and members of the incorporated association-operated financial instruments exchange surviving an absorption-type merger are likely to suffer disadvantages, members of the incorporated association-operated financial instruments exchange surviving an absorption-type merger may demand the incorporated association-operated financial instruments exchange surviving an absorption-type merger to refrain from effecting the absorption-type merger.

The provisions of Article 101-4 apply mutatis mutandis to an incorporated association-operated financial instruments exchange surviving an absorption-type merger.

If an incorporated association-operated financial instruments exchange surviving an absorption-type merger gives public notice under Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph in the Official Gazette as well as by the means of public notice set forth in Article 939, paragraph (1), item (ii) of the Companies Act, pursuant to the provisions of the articles of incorporation under the provisions of Article 939, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to the following paragraph, the incorporated association-operated financial instruments exchange surviving the absorption-type merger is not required to give the individual demand under the provisions of Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph.

The provisions of Article 939, paragraph (1) (limited to the part that involves items (i) and (ii)) of the Companies Act apply mutatis mutandis to the public notice referred to in the preceding paragraph.

An incorporated association-operated financial instruments exchange surviving an absorption-type merger must prepare documents or electronic or magnetic records in which the particulars of the rights and obligations of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger to which the incorporated association-operated financial instruments exchange surviving the absorption-type merger has succeeded as a result of the absorption-type merger are stated or recorded, and other particulars specified by Cabinet Office Order as pertinent to the absorption-type merger are stated or recorded, after the effective date without delay.

During the six-month period beginning from the effective date, an incorporated association-operated financial instruments exchange surviving an absorption-type merger must keep the documents or electronic or magnetic records set forth in the preceding paragraph at its principal office.

The member or creditor of an incorporated association-operated financial instruments exchange surviving an absorption-type merger may make the following requests to the incorporated association-operated financial instruments exchange surviving the absorption-type merger at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the member or creditor must pay the cost specified by the incorporated association-operated financial instruments exchange surviving the absorption-type merger:

a request to inspect a document referred to in paragraph (1) or the preceding paragraph;

a request to be issued a certified copy or extract of a document referred to in paragraph (1) or the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in paragraph (1) or the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in paragraph (1) or the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

During the period starting from the day 10 days prior to the day of the general meeting referred to in paragraph (3) to the day of the establishment of the financial instruments exchange incorporated in the consolidation-type merger, an incorporated association-operated financial instruments exchange disappearing in the consolidation-type merger must keep documents or electronic or magnetic records in which the content of the consolidation-type merger agreement and other particulars specified by Cabinet Office Order are stated or recorded, at its principal office.

The member or creditor of an incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger may make the following requests to the incorporated association-operated financial instruments exchange disappearing in the consolidation-type merger at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the member or creditor must pay the cost specified by the incorporated association-operated financial instruments exchange disappearing in the consolidation-type merger:

a request to inspect a document referred to in the preceding paragraph;

a request to be issued a certified copy or extract of a document referred to in the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

An incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger must obtain approval for the consolidation-type merger agreement by general meeting resolution, by the day immediately preceding the effective date.

An incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger may not adopt a resolution approving a consolidation-type merger agreement without the affirmative votes of three-fourths or more of all of the members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

If a consolidation-type merger violates laws and regulations or articles of incorporation, and members of the incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger are likely to suffer disadvantages, members of the incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger may demand the incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger to refrain from effecting the consolidation-type merger.

The provisions of Article 101-4 apply mutatis mutandis to an incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger.

If an incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger gives public notice under the provisions of Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph in the Official Gazette as well as by the means of public notice set forth in Article 939, paragraph (1), item (ii) of the Companies Act, pursuant to the provisions of the articles of incorporation under Article 939, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to the following paragraph, the incorporated association-operated financial instruments exchange disappearing in the consolidation-type merger is not required to give the individual demand under the provisions of Article 101-4, paragraph (2) as applied mutatis mutandis pursuant to the preceding paragraph.

The provisions of Article 939, paragraph (1) (limited to the part that involves items (i) and (ii)) of the Companies Act apply mutatis mutandis to the public notice referred to in the preceding paragraph.