If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options (if relevant share options are attached to bonds with share options, if a holder thereof demands that the stock company effecting the entity conversion purchase the bonds constituting those bonds with share options, including the relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the stock company effecting entity conversion (after the effective day, the membership company after entity conversion; hereinafter the same applies in this Article), the stock company must make payment within sixty days from the effective day.
If no agreement on the determination of the price of the share options is reached within thirty days from the effective day, share option holders or the membership company after entity conversion may file a petition for the court to determine the price within thirty days after the expiration of that period.
Notwithstanding the provisions of paragraph (8) of the preceding Article, in the cases prescribed in the preceding paragraph, if the petition under that paragraph is not filed within sixty days from the effective day, share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of that period.
The membership company after entity conversion must also pay interest on the price determined by the court at the statutory rate from and including the day of the expiration of the period referred to in paragraph (1).
A stock company effecting an entity conversion may pay the amount that the stock company considers to be a fair price to share option holders by the determination of price of share options.
The purchase of share options relating to the exercise of appraisal rights on share options becomes effective on the effective day.
If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the stock company effecting the entity conversion must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the hare option certificates.
If a share option holder exercises appraisal rights on share options with respect to share options attached to a bond with share options for which a certificate for a bond with share options is issued, the stock company effecting the entity conversion must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the certificate for the bond with share options.
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(Exercise of Appraisal Rights on Share Options)
Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the stock company effecting the entity…
新株予約権買取請求をした新株予約権者は、組織変更をする株式会社の承諾を得た場合に限り、その新株予約権買取請求を撤回することができる。
Open this provision(Determination of the Price of Share Options)
If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options…
新株予約権買取請求があった場合において、新株予約権（当該新株予約権が新株予約権付社債に付されたものである場合において、当該新株予約権付社債についての社債の買取りの請求があったときは、当該社債を含む。以下この条において同じ。）の価格の決定について…
Open this provision(Determination of the Price of Share Options)
If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options…
新株予約権買取請求があった場合において、新株予約権（当該新株予約権が新株予約権付社債に付されたものである場合において、当該新株予約権付社債についての社債の買取りの請求があったときは、当該社債を含む。以下この条において同じ。）の価格の決定について…
Open this provision(Determination of the Price of Share Options)
If no agreement on the determination of the price of the share options is reached within thirty days from the effective day, share option holders or the membership company after entity conversion may…
新株予約権の価格の決定について、効力発生日から三十日以内に協議が調わないときは、新株予約権者又は組織変更後持分会社は、その期間の満了の日後三十日以内に、裁判所に対し、価格の決定の申立てをすることができる。
Open this provisionshare option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
entity conversion
「組織変更」
A company's changing its legal form, either from a stock company into a membership company (a general partnership, limited partnership or limited liability company) or the other way round.
Defined inArticle 2, paragraph (1), item (xxvi)· applies throughout the law
certificate for bonds with share optionsmachine translation
「新株予約権付社債券」
A certificate representing bonds with share options, as provided for in Article 249, item (ii).
Defined inArticle 249, paragraph (1), item (ii)
membership company after entity conversion
「組織変更後持分会社」
The membership company that a stock company becomes through entity conversion.
Short name set inArticle 744, paragraph (1), item (i)· applies only in this part
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 775, paragraph (1)· applies only in this section
exercise of appraisal rights on share options
「新株予約権買取請求」
A share option holder's demand that the company buy back their share options at a fair price, allowed when the company makes certain changes such as amending its articles of incorporation, converting into another kind of company, merging or splitting.
Short name set inArticle 777, paragraph (2)· applies only in this subsection