When a subject company approves under paragraph (1) of the preceding Article, it must notify the persons set forth in the following items of the matters specified in relevant items by twenty days before the acquisition day:
shareholders subject to the cash-out (if a special controlling shareholder makes a demand for share option cash-out along with the demand for cash-out, shareholders subject to the cash-out and share option holders subject to the cash-out; hereinafter collectively referred to as "shareholders, etc. subject to the cash-out" in this Section):the fact that the approval is granted, name and address of the special controlling shareholder, matters set forth in Article 179-2, paragraph (1), items (i) through (v), and other matters prescribed by Ministry of Justice Order; and
registered pledgee of shares subject to the cash-out (if a special controlling shareholder makes a demand for share option cash-out along with the demand for cash-out, registered pledgees of shares of shares subject to the cash-out and registered pledgees of share options of share option subject to the cash-out (relevant registered pledgee of share options means a registered pledgee of share options prescribed in Article 270, paragraph (1))):the fact that relevant approval is granted.
Notice under the provisions of the preceding paragraph (excluding those for shareholders subject to the cash-out) may be substituted with a public notice.
When a subject company makes notice pursuant to the provisions of paragraph (1) or public notice under the preceding paragraph, it is deemed that a special controlling shareholder has made a demand for share, etc. cash-out to shareholders, etc. subject to the cash-out.
The cost for notice pursuant to the provisions of paragraph (1) or public notice under paragraph (2) is paid by the special controlling shareholder.
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registered pledgee of shares
「登録株式質権者」
A person holding a pledge over shares who is entered as pledgee in the company's shareholder register.
Short name set inArticle 149, paragraph (1)
special controlling shareholdermachine translation
「特別支配株主」
A person who, together with the stock companies it wholly owns and similar corporations set by Ministry of Justice Order (法務省令), holds nine tenths or more of the votes in a stock company (or any higher proportion its articles of incorporation set), and who may therefore demand that all other shareholders sell it their shares.
Defined inArticle 179, paragraph (1)
subject company
「対象会社」
The stock company whose shares a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179, paragraph (2)
demand for cash-out
「株式売渡請求」
A special controlling shareholder's (特別支配株主) demand under Article 179, paragraph (1) that all the other shareholders sell it all their shares in the company — the shareholder being one that, with its wholly owned companies, holds at least nine-tenths of all shareholders' votes.
Short name set inArticle 179, paragraph (2)· applies only in this chapter and in Article 846-2, paragraph (2), item (i)
demand for share option cash-out
「新株予約権売渡請求」
A demand by a special controlling shareholder (one holding at least nine tenths of the votes), made along with its demand for cash-out of the shares, that all holders of the company's share options sell them to it.
Short name set inArticle 179, paragraph (3)
shareholders subject to the cash-out
「売渡株主」
A shareholder who must sell their shares to a special controlling shareholder (one holding at least nine tenths of the votes) under a demand for cash-out.
Short name set inArticle 179-2, paragraph (1), item (ii)
shares subject to the cash-out
「売渡株式」
The shares that a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179-2, paragraph (1), item (ii)· applies only in this chapter
share options subject to the cash-out
「売渡新株予約権」
The share options, with any bonds they are attached to where the demand covers them, that a special controlling shareholder (one holding at least nine tenths of the votes) demands their holders sell to it in a cash-out.
Short name set inArticle 179-2, paragraph (1), item (iv), (b)· applies only in this part
share option holder subject to the cash-out
「売渡新株予約権者」
A holder of share options who must sell them to a special controlling shareholder (one holding at least nine tenths of the votes) under a demand for share option cash-out.
Short name set inArticle 179-2, paragraph (1), item (iv), (b)
acquisition day
「取得日」
The day, stated in a special controlling shareholder's demand for cash-out, on which that shareholder acquires the shares (and any share options) that the other holders must sell to it.
Short name set inArticle 179-2, paragraph (1), item (v)· applies only in this section
demand for share, etc. cash-out
「株式等売渡請求」
A special controlling shareholder's demand for cash-out of the shares, together with its demand for cash-out of the share options where it makes both.
Short name set inArticle 179-3, paragraph (1)
shareholders, etc. subject to the cash-out
「売渡株主等」
The shareholders subject to a cash-out, together with the share option holders subject to it when the special controlling shareholder demands the share options as well.
Short name set inArticle 179-4, paragraph (1), item (i)· applies only in this section
registered pledgee of share options
「登録新株予約権質権者」
A person holding a pledge over share options who is entered as pledgee in the company's share option register.
Short name set inArticle 270, paragraph (1)