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1. The defendant's appeal is dismissed.
2. The costs of appeal shall be borne by the Defendant.
3. The judgment of the court of first instance is ordered.
Reasons
1. Basic facts
A. 1) The Plaintiff and the Defendant around 1996, as the Hu University’s leader, who completed a doctor’s degree course at a graduate school, and the Plaintiff, the succeeding ships, around February 2009, managed C (hereinafter “C”) by the Defendant (hereinafter “C”).
(2) On October 22, 2009, C entered the planning office as the head of the planning office, and was merged into D Co., Ltd. (former trade name: J Co., Ltd.; hereinafter “D”), and the Plaintiff and the Defendant were transferred to D and retired from D’s restructuring around December 2012.
B. D 4 officers and employees of Defendant and Plaintiff et al. on August 12, 2009, as well as D 459,313 shares registered common in exchange for a merger from D (hereinafter “Defendant’s shares”).
A) An arrangement that limits C’s transfer of shares for a certain period of time and that limits C’s retirement or employment in the same industry for a certain period of time (hereinafter “first allocation agreement”).
Article 1 (Restriction on Transfer, etc. of New Stocks for Merger) (1) A, G, H (hereinafter collectively referred to as "interested person") and C are promoting the merger (hereinafter this case) by absorbing D by absorbing D (hereinafter referred to as "this case"), and B (the Defendant) are entitled to transfer the new stocks for the merger (hereinafter referred to as "this case") allocated from D due to this case under the following restrictions only from August 12, 2009 to August 12, 2009: (a) D (2) D (the largest shareholder of C) C (the Plaintiff), G, and H (hereinafter collectively referred to as "interested person") and C are prohibited from transferring the new stocks for the merger (hereinafter referred to as "the new stocks for merger") to be transferred under the following restrictions: (c) from the date on which the merger is registered to the date on which the merger is registered: (a) from the date on which the transfer of new stocks for the merger is prohibited until the date on which 1 year elapsed from the date on which the merger is registered: