A tender offeror, etc. must not purchase, etc. share certificates, etc. that are issued by the issuer of the share certificates, etc. involved in the relevant tender offer, other than through that tender offer, during the tender offer period (meaning the period from the day on which it issues the public notice of the commencement of the tender offer to the last day of the purchase, etc. period, and including the extended period, if any; hereinafter the same applies in this Section); provided, however, that this does not apply in the following cases:
if the contract for effecting a purchase, etc. of share certificates, etc. that are issued by the issuer of the relevant share certificates, etc., other than through that tender offer, is concluded before the public notice of the commencement of the tender offer, and the existence and details of that contract are stated in the tender offer statement;
if a person set forth in Article 27-2, paragraph (7), item (i) (except one that also falls under the category of persons specified in Article 27-2, paragraph (7), item (ii)) notifies the Prime Minister, pursuant to the provisions of Cabinet Office Order, that the person does not fall under the category of persons specified in Article 27-2, paragraph (7), item (ii); or
第二十七条の二第七項第一号に掲げる者（同項第二号に掲げる者に該当するものを除く。）が、内閣府令で定めるところにより、同項第二号に掲げる者に該当しない旨の申出を内閣総理大臣に行つた場合
other cases specified by Cabinet Order.
その他政令で定める場合
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(Tender Offers for Share Certificates by Persons Other Than the Issuer)
a person with a shareholding relationship or other special relationship specified by Cabinet Order to the person effecting the purchase, etc. of share certificates, etc.; and
株券等の買付け等を行う者と、株式の所有関係その他の政令で定める特別の関係にある者
Open this provision(Tender Offers for Share Certificates by Persons Other Than the Issuer)
a person with which a person effecting a purchase, etc. of share certificates, etc. has agreed to jointly acquire or transfer the share certificates, etc. or to jointly exercise voting rights or…
株券等の買付け等を行う者との間で、共同して当該株券等を取得し、若しくは譲渡し、若しくは当該株券等の発行者の株主としての議決権その他の権利を行使すること又は当該株券等の買付け等の後に相互に当該株券等を譲渡し、若しくは譲り受けることを合意している者
Open this provisionissuer
「発行者」
A person who issues or intends to issue securities, or for securities a Cabinet Office Order (内閣府令) specifies, the person it specifies; for rights treated as securities under Article 2, paragraph (2), the person a Cabinet Office Order specifies for each kind of right is treated as issuing them, at the time it specifies.
Defined inArticle 2, paragraph (5)
purchase, etc.machine translation
「買付け等」
In Section 1 of Chapter II-2, on tender offers (公開買付け) for share certificates, etc. by persons other than their issuer, a purchase or other acquisition for value of share certificates, etc. (株券等), meaning share certificates, bond certificates with share options (新株予約権付社債券) and other securities a Cabinet Order (政令) specifies, including acts a Cabinet Order treats as similar.
Defined inArticle 27-2, paragraph (1)· applies only in this section
tender offer
「公開買付け」
In Section 1 of Chapter 2-2, a tender offer as defined in Article 27-2, paragraph (1) that a person must make under the main clause of that paragraph: a tender offer by someone other than the issuer of the share certificates, etc. (株券等).
Short name set inArticle 27-3, paragraph (1)· applies only in this section
tender offer statementmachine translation
「公開買付届出書」
In Section 1 of Chapter 2-2, Article 197, paragraph (1), item (iii) and Article 197-2, paragraph (1), item (v), the statement, with the attachments a Cabinet Office Order (内閣府令) specifies, that a tender offeror (公開買付者) must submit to the Prime Minister on the day of its public notice of the commencement of a tender offer, stating the purchase price, the number of share certificates, etc. it plans to buy, the purchase period and its other terms, any contract to buy them outside the tender offer, and the other matters Article 27-3, paragraph (2) lists.
Short name set inArticle 27-3, paragraph (2)· applies only in this section and in Article 197, paragraph (1), item (iii); and Article 197-2, paragraph (1), item (v)
public notice of the commencement of a tender offer
「公開買付開始公告」
In Section 1 of Chapter 2-2, the public notice that Article 27-3, paragraph (1) requires on the commencement of a tender offer, stating its purpose, purchase price, the number of share certificates, etc. to be bought, the purchase period and other matters a Cabinet Office Order (内閣府令) specifies.
Short name set inArticle 27-3, paragraph (2)· applies only in this section
tender offeror, etc.
「公開買付者等」
In Section 1 of Chapter 2-2, a tender offeror (公開買付者), its specially related persons (特別関係者) as defined in Article 27-2, paragraph (7), and other related persons a Cabinet Order (政令) specifies.
Short name set inArticle 27-3, paragraph (3)· applies only in this section
tender offer period
「公開買付期間」
In Section 1 of Chapter 2-2, the period from the day of the public notice of the commencement of a tender offer (公開買付開始公告) to the last day of its purchase period, including any extension.
Defined inArticle 27-5, paragraph (1)· applies only in this section
purchase, etc. of share certificates, etc.
「株券等の買付け等」
In Article 175-2, paragraph (4), item (ii), a purchase of share certificates, etc.; a transaction under Article 2, paragraph (21), item (ii) in which one is the party that receives money if the actual figure exceeds the agreed figure; a transaction under item (iii) of that paragraph in which one is the party that acquires the option; and other transactions a Cabinet Order (政令) specifies.
Defined inArticle 175-2, paragraph (11)
Prime Minister
内閣総理大臣
The head of the Cabinet. Designated by the Diet from among its own members, and appointed by the Emperor on that designation (Articles 67 and 6). The Prime Minister appoints and may dismiss the other Ministers of State at will, and a majority of them must be members of the Diet (Article 68). No Minister of State can be subjected to legal action while in office without the Prime Minister's consent (Article 75).
Written by AI using Constitution, Arts. 6, 67, 68, 75 and Wikipedia: Prime Minister of Japan as a reference.