In the event the Company merges (limited to cases wherein the Company becomes a dissolving company), performs an absorption-type demerger or an incorporation-type demerger (only if the Company becomes the split company), or conducts a share exchange or a share transfer (only if the Company becomes a wholly-owned subsidiary) (hereinafter collectively referred to as "Organizational Restructuring"), stock acquisition rights of a corporation described in Article 236, Paragraph 1, Items 8.1 through 8.5 of the Corporation Law of Japan (hereinafter "Restructured Company") shall be granted to each Stock Acquisition Right Holder remaining unexercised (hereinafter "Remaining Stock Acquisition Rights") immediately before the date when Organizational Restructuring takes effect (refers to the date when absorption-type merger takes effect, the date on which the company incorporated through the incorporation-type merger, the date when absorption-type demerger takes effect, the date on which the company incorporated through the incorporation-type demerger, the date when share exchange takes effect, or the date when the wholly-owning parent company is established by share transfer). However, the foregoing shall apply only to cases in which the delivery of stock acquisition rights of the Restructured Company according to the following conditions is stipulated in the absorption-type merger agreement, the incorporation-type merger agreement, the absorption-type demerger agreement, the incorporation-type demerger plan, the share exchange agreement or the share transfer plan.
- Number of stock acquisition rights of the Restructured Company to be delivered The Company shall deliver stock acquisition rights, the number of which shall equal the number of stock acquisition rights held by the holder of the Remaining Stock Acquisition Rights.
- Class of shares of the Restructured Company to be issued upon exercise of stock acquisition rights Common stock of the Restructured Company.
- Number of shares of the Restructured Company to be issued upon exercise of stock acquisition rights To be decided according to (3) above after taking into consideration the conditions etc. of the Organizational Restructuring.
- Value of the assets to be contributed upon exercise of stock acquisition rights The value of the assets to be contributed upon exercise of each stock acquisition rights shall be the amount obtained by multiplying the amount to be paid after restructuring as stipulated below, and the number of shares of the Reorganized Company to be issued upon exercise of the stock acquisition rights as determined in accordance with 3) above. The amount to be paid after restructuring shall be one (1) yen per share of the Restructured Company that can be granted due to the exercise of each stock acquisition right that is to be granted.
- Exercise period of stock acquisition rights Starting from the later of either the commencement date of the exercise period of stock acquisition rights as stipulated in (5) above, or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of stock acquisition rights as stipulated in (5) above.
- Matters concerning increase in capital stock and capital reserve to be increased by the issuance of shares upon exercise of stock acquisition rights To be determined in accordance with (6) above.
- Restriction on acquisition of stock acquisition rights by transfer Any acquisition of stock acquisition rights by transfer shall be subject to the approval by resolution of the Board of Directors of the Restructured Company.
- Conditions for acquisition of stock acquisition rights To be determined in accordance with (8) above.
- Other terms and conditions of exercising stock acquisition rights To be determined in accordance with (11) below.
(10) Rules pertaining to fractions of less than one share arising from the exercise of stock acquisition rights
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