Merger Agreement And Draft Terms Of Division Publication Regulation Vsvv

Original Language Title: Verschmelzungsvertrags- und Spaltungsplan-Veröffentlichungsverordnung – VSVV

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256. Ordinance of the Federal Minister of Justice on the publication of merger agreements and divisions plans in the Edits file (Merger Treaty and Cleavage Plan Publication Ordinance-VSVV)

Pursuant to Section 221a (1a) of the German Stock Corporation Act (AktG) and Section 7 (1a) of the German Stock Corporation Act, in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, shall be arranged:

§ 1. The publication of merger agreements (their drafts) and dissociation plans in the Edits file has been published by a lawyer or notary on the website www.edikte.justiz.gv.at in the area "Customer machinations of the judiciary" to be given access points.

§ 2. The attorney or notary has to rely on the authority granted to him by the company for publication (Section 8 (1) of the RAO, § 5 (4a) of the NO). The authentication of the lawyer or notary is carried out by using the electronic legal signature (§ 21 para. 2 RAO), the electronic emergency signature (§ 13 para. 1 NO) or another appropriate certificate (§ 2 Z 8 SigG), which is provided by a Attorney or notary was authorized.

§ 3. The publication has to contain:

1.

the merger agreement (its draft) or the division plan as a pdf file;

2.

the indication of rights and any additional information (§ 221a paragraph 1 second sentence AktG, § 7 para. 1 second sentence of the division of the German Stock Corporation Act, § 8 para. 2 EU-VerschG, § 19 para. 1 SEG);

3.

Metadata for publication in accordance with the specified input fields in the application.

§ 4. The publication shall be deemed to have been effected by means of activation in the application. Proof of publication (§ 225 paragraph 1 Z 7 AktG, § 13 Z 6 gap G, § 14 para. 1 Z 7 EU-VerschG, § 24 Abs. 1 Z 7 SEG) has to be done by an expression from the Edikts file on which the publication date as well as the date of creation of the Expression can be seen.

Karl