Common use of Contents of Stock Acquisition Rights Clause in Contracts

Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number of Granted Shares”) is 1 common share of the Company; If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARs, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

Appears in 2 contracts

Samples: Stock Acquisition Rights Allotment Agreement (Metros Development Co., Ltd.), Stock Acquisition Rights Allotment Agreement (Metros Development Co., Ltd.)

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Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number the “Number of Granted Shares”) is 1 common share of the Company; provided, however, that when common shares of the Company are first listed on a financial instrument exchange incorporated under laws of a foreign jurisdiction, the Number of Grant is the number of outstanding common shares (including dilutive shares; the “Total Share Number”) of the Company as of the previous day of the listing date (the “Listing Date”) multiplied by 2% and divided by 5,771, where a fraction of a share is rounded down. If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one a share shall be as a result of adjustment is rounded down and no monetary adjustment shall be madedown.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction)Capital, or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not yet been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise Price”) multiplied by the Number of Granted Shares Shares. The initial Exercise Price is 241 yenUSD 0.01. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen USD 0.01 is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARsstock acquisition rights, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

Appears in 2 contracts

Samples: Stock Acquisition Rights Allotment Agreement (HeartCore Enterprises, Inc.), Stock Acquisition Rights Allotment Agreement (SYLA Technologies Co., Ltd.)

Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number the”Number of Granted Shares”) is 1 common share of the Company; If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARs, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

Appears in 2 contracts

Samples: Stock Acquisition Rights Allotment Agreement (Metros Development Co., Ltd.), Stock Acquisition Rights Allotment Agreement (Metros Development Co., Ltd.)

Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number the”Number of Granted Shares”) is 1 common share of the Company; Provided, however, that when common shares (Including depository receipts) of the Company are first listed on a financial instrument exchange incorporated under laws of the United States jurisdiction, the Number of Granted Shares shall be the number of outstanding common shares (including dilutive shares; (the”Total Share Number)) of the Company as of the previous day of the listing date (the”Listing Date”) multiplied by 3.0% and divided by 379,234, where a fraction of less than one share shall be rounded down and no monetary adjustment shall be made. If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise the”Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 1 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARsstock acquisition rights, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

Appears in 1 contract

Samples: Stock Acquisition Rights Allotment Agreement (Libera Gaming Operations, Inc)

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Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number the”Number of Granted Shares”) is 1 common share of the Company; Provided, however, that when common shares (Including depository receipts) of the Company are first listed on a financial instrument exchange incorporated under laws of the United States jurisdiction, the Number of Granted Shares shall be the number of outstanding common shares (including dilutive shares; (the”Total Share Number)) of the Company as of the previous day of the listing date (the”Listing Date”) multiplied by 3.0% and divided by 337,800, where a fraction of less than one share shall be rounded down and no monetary adjustment shall be made. If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise the”Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 1 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARsstock acquisition rights, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

Appears in 1 contract

Samples: Stock Acquisition Rights Allotment Agreement (GATES GROUP Inc.)

Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number the”Number of Granted Shares”) is 1 common share of the Company; Provided, however, that when common shares (Including depository receipts) of the Company are first listed on a financial instrument exchange incorporated under laws of a foreign jurisdiction, the Number of Granted Shares shall be the number of outstanding common shares (including dilutive shares except the dilutive shares in connection with stock acquisition rights attached performance conditions for exercise issued to directors and employees; (the”Total Share Number)) of the Company as of the previous day of the listing date (the”Listing Date”) multiplied by 1.5% and divided by 735,000, where a fraction of less than one share shall be rounded down and no monetary adjustment shall be made. If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment. (2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise the”Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 1 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARsstock acquisition rights, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date). (3) Exercise period of Stock Acquisition Rights The exercise period of the SARs is from July 1, 2023 to June 30, 2033 however, that if the final day of the exercise period is not a bank business day, the preceding business day is the final day..

Appears in 1 contract

Samples: Stock Acquisition Rights Allotment Agreement (Metros Development Co., Ltd.)

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