On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (excluding a person delivering the property referred to in Article 101-9, item (iii) (hereinafter referred to as "property contributed in kind" in this Division)) must pay the full amount to be paid in for the shares issued upon entity conversion for which that subscriber has subscribed, at the bank, etc. (meaning a bank, etc. as prescribed in Article 34, paragraph (2) of the Companies Act) specified by the incorporated association-operated financial instruments exchange which constitutes the place accepting payments.
On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (limited to a person delivering property contributed in kind) must deliver property contributed in kind that is equivalent in value to the entire amount to be paid in for the shares issued upon entity conversion for which that subscriber has subscribed.
A subscriber for shares issued upon entity conversion may not set off its obligation to make the payment prescribed in paragraph (1) or to make the delivery under the provisions of the preceding paragraph (hereinafter referred to as the "performance of contribution" in this Division) against a claim that the subscriber has against the incorporated association-operated financial instruments exchange.
The transfer of the right to become the shareholder of shares issued upon entity conversion through the performance of contribution may not be asserted against the incorporated financial instruments exchange after entity conversion.
出資の履行をすることにより組織変更時発行株式の株主となる権利の譲渡は、組織変更後株式会社金融商品取引所に対抗することができない。
If a subscriber for shares issued upon entity conversion fails to make the performance of contribution, the subscriber loses the right to become the shareholder of shares issued upon entity conversion through the performance of contribution.
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(Performance of Contribution)
On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (excluding a person delivering the property referred to in Article 101-9, item (iii)…
組織変更時発行株式の引受人（第百一条の九第三号の財産（以下この目において「現物出資財産」という。）を給付する者を除く。）は、同条第四号の期日に、会員金融商品取引所が定めた銀行等（会社法第三十四条第二項に規定する銀行等をいう。）の払込みの取扱いの場所において…
Open this provision(Performance of Contribution)
On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (limited to a person delivering property contributed in kind) must deliver property…
組織変更時発行株式の引受人（現物出資財産を給付する者に限る。）は、第百一条の九第四号の期日に、それぞれの組織変更時発行株式の払込金額の全額に相当する現物出資財産を給付しなければならない。
Open this provision(Issuance of Shares upon Entity Conversion)
if property other than money will be the subject of contribution, an indication of this, as well as the content and the value of that property;
金銭以外の財産を出資の目的とするときは、その旨並びに当該財産の内容及び価額
Open this provision(Issuance of Shares upon Entity Conversion)
the date for the payment of money or the delivery of the property referred to in the preceding item, in exchange for the shares issued upon entity conversion; and
組織変更時発行株式と引換えにする金銭の払込み又は前号の財産の給付の期日
Open this provision(Performance of Contributions)
The contribution in money pursuant to the provisions of the preceding paragraph must be paid at the bank, etc. (meaning a bank (meaning a bank as defined in Article 2, paragraph (1) of the Bank Act…
前項の規定による払込みは、発起人が定めた銀行等（銀行（銀行法（昭和五十六年法律第五十九号）第二条第一項に規定する銀行をいう。第七百三条第一号において同じ。）、信託会社（信託業法（平成十六年法律第百五十四号）第二条第二項に規定する信託会社をいう。以下同じ。）その他これに準ずるものとして法務省令で定めるものをいう。以下同…
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「引受人」
In this Act other than Chapter V, a person that, in a public offering or secondary distribution of securities, a private placement, or a solicitation for selling, etc. made only to professional investors, acquires all or part of the securities in order to have others acquire them, contracts to acquire whatever part no one else acquires, or, for share option certificates, contracts to acquire and exercise the options left unexercised.
Defined inArticle 2, paragraph (6)
incorporated association-operated financial instruments exchangemachine translation
「会員金融商品取引所」
A financial instruments membership corporation (金融商品会員制法人) that operates a financial instruments exchange market (取引所金融商品市場).
Short name set inArticle 87-6, paragraph (1)
incorporated financial instruments exchange after entity conversionmachine translation
「組織変更後株式会社金融商品取引所」
In the division on the entity conversion of a member financial instruments exchange (Chapter V, Section 2, Subsection 1, Division 6), the stock company that a member financial instruments exchange (会員金融商品取引所) becomes by its entity conversion (組織変更).
Short name set inArticle 101-2, paragraph (3)· applies only in this division
shares issued upon entity conversion
「組織変更時発行株式」
In the division on the entity conversion of a member financial instruments exchange (Chapter V, Section 2, Subsection 1, Division 6), the shares that the incorporated financial instruments exchange formed by an entity conversion (組織変更) issues under Article 101-9 on the conversion, beside the shares allotted under Article 101-6, paragraph (1).
Short name set inArticle 101-9, paragraph (1), item (i)· applies only in this division
property contributed in kind
「現物出資財産」
In the division on the entity conversion of a member financial instruments exchange (会員金融商品取引所), the property other than money, set out under Article 101-9, paragraph (1), item (iii), that a subscriber for shares issued upon entity conversion (組織変更時発行株式) delivers in exchange for them.
Short name set inArticle 101-13, paragraph (1)· applies only in this division
performance of contribution
「出資の履行」
In the division on entity conversion (組織変更) of a member financial instruments exchange (会員金融商品取引所), the payment of money under Article 101-13, paragraph (1), or the delivery of property contributed in kind under paragraph (2), that a subscriber for shares issued upon the entity conversion (組織変更時発行株式) makes in exchange for those shares.
Short name set inArticle 101-13, paragraph (3)· applies only in this division
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.