Financial Instruments and Exchange Act

The term "corporate reorganization" as used in this Section means merger, company split, share exchange, or other act involving the organization of a company which is specified by Cabinet Order.

The term "procedures related to the issuance of securities during a corporate reorganization" as used in this Section means the keeping of documents, etc. (meaning the keeping of the documents or electronic or magnetic records under Article 782, paragraph (1) of the Companies Act (Act No. 86 of 2005) or the keeping of the documents or electronic or magnetic records under Article 803, paragraph (1) of that Act; the same applies in the following paragraph) connected with a corporate reorganization in which new securities are issued (including cases specified by Cabinet Office Order as being similar thereto (the cases are referred to as "procedures for cases similar to the issuance of securities during a corporate reorganization" in the following paragraph)), and other acts specified by Cabinet Order.

The term "procedures related to the delivery of securities during a corporate reorganization" as used in this Section means the keeping of documents, etc. connected to a corporate reorganization in which existing securities are delivered (excluding cases that fall under the category of procedures for cases similar to the issuance of securities during a corporate reorganization), and other acts specified by Cabinet Order.

The term "specified procedures related to the issuance of securities during a corporate reorganization" as used in this Section means, among procedures related to the issuance of securities during a corporate reorganization, those that fall under cases set forth in item (i) or (ii) if the procedures related to the issuance of securities during a corporate reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the issuance of securities during a corporate reorganization involve the paragraph (2) securities:

cases specified by Cabinet Order as those in which a large number of persons are holders of share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is a company that, due to a corporate reorganization, will become a company disappearing in an absorption-type merger (meaning a company disappearing in an absorption-type merger as defined in Article 749, paragraph (1), item (i) of the Companies Act), or a wholly owned subsidiary company in a share exchange (meaning the wholly owned subsidiary company in a share exchange as defined in Article 768, paragraph (1), item (i) of that Act), or whose issuer is any other company specified by Cabinet Order (referred to as the "reorganizing company" in Article 4, paragraph (1), item (i), (a)) (hereinafter the holders are referred to as the "reorganizing company's shareholders, etc.") (excluding cases in which the reorganizing company's shareholders, etc. consist only of qualified institutional investors);

cases other than those provided for in the preceding item, which do not fall under any of the following:

cases in which the reorganizing company's shareholders, etc. consist exclusively of qualified institutional investors, and which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to the procedures related to the issuance of securities during a corporate reorganization being transferred from a person that acquires them to any person other than a qualified institutional investor; or

cases other than those specified in the preceding item (i) or in (a) (excluding cases satisfying the requirements that are specified by Cabinet Order in consideration of the status, etc. of issuance and delivery of securities of the same class as the securities subject to the procedures related to the issuance of securities during the corporate reorganization), which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to those procedures related to the issuance of securities during the corporate reorganization being held by a large number of persons;

cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a considerably large number of persons.

The term "specified procedures related to the delivery of securities during a corporate reorganization" as used in this Section means, among the procedures related to the delivery of securities during a corporate reorganization, those that fall under cases specified in item (i) and item (ii) if the procedures related to the delivery of securities during a corporate reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the delivery of securities during a corporate reorganization involve the paragraph (2) securities:

cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a large number of persons (excluding cases in which the reorganizing company's shareholders, etc. consist only of qualified institutional investors); and

cases other than those provided for in the preceding item, which do not fall under any of the following:

cases in which the reorganizing company's shareholders, etc. consist only of qualified institutional investors, and which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to the procedures related to the delivery of securities during a corporate reorganization being transferred from a person that acquires them to any person other than a qualified Institutional Investor; and

cases other than those specified in the preceding item or in (a) (excluding cases satisfying the requirements that are specified by Cabinet Order in consideration of the status, etc. of issuance and delivery of securities of the same class as the securities subject to the procedures related to the delivery of securities during a corporate reorganization), which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to those procedures related to the delivery of securities during a corporate reorganization being held by a large number of persons; and

cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a considerably large number of persons.

The provisions of this Chapter do not apply to the following securities:

securities set forth in Article 2, paragraph (1), items (i) and (ii);

securities set forth in Article 2, paragraph (1), items (iii), (vi), and (xii) (excluding securities that are specified by Cabinet Order as securities with regard to which the public interest or the protection of investors makes it necessary and appropriate for corporate affairs to be disclosed); and

rights set forth in the items of Article 2, paragraph (2) which are deemed to be securities pursuant to the provisions of Article 2, paragraph (2) (excluding the following rights):

the following rights (excluding those that fall under the category specified in (b); referred to as "rights in a securities investment business, etc." in Article 24, paragraph (1)):

among the rights set forth in Article 2, paragraph (2), item (v), those specified by Cabinet Order as rights for which the business subject to investment related to the right (meaning the business subject to investment prescribed in that item) is a business that primarily makes investments in securities;

among the rights set forth in Article 2, paragraph (2), items (i) through (iv), (vi) or (vii), those specified by Cabinet Order as rights similar to the rights set forth in (1);

other rights specified by Cabinet Order.

electronically recorded transferable rights;

corporate bond certificates for which the government guarantees the redemption of the principal or the payment of interest; and

securities specified by Cabinet Order other than those set forth in the preceding items.