Organizational Restructuring, etc. definition
Organizational Restructuring, etc. means the adoption of a resolution by a General Meeting of Shareholders of the Bank (or by the board of directors if a resolution of the General Meeting of Shareholders is not required) to approve the matters resulting in undertaking by another company of the Bank’s obligations arising from the Bond and/or the Stock Acquisition Rights, as a result of (i) a merger between the Bank and another company (including incorporation-type merger and absorption-type merger, except where the Bank is the surviving company; the same shall apply hereinafter), (ii) a transfer of assets (sale or transfer to another company of all or substantially all of the Bank’s assets, limited to where the Bank’s obligations arising from the Bond with Stock Acquisition Rights are transferred to the counterparty, in accordance with the terms of the sale or transfer), (iii) a company split (including incorporation-type company split and absorption-type company split, but only where the Bank’s obligations arising from the Bond with Stock Acquisition Rights are transferred to the target company in the split), (iv) share exchange or share transfer (limited to where the Bank becomes a wholly-owned subsidiary of the other company; the same shall apply hereinafter), or (v) other corporate restructuring procedures under Japanese law.