Merger of AS (stock company) Stage 2
14. Reorganisation agreement
All companies involved in the reorganisation process shall enter into a reorganisation contract. The contract shall be entered into in writing
The document shall specify:
- Firms, registered offices and registration numbers of all companies involved in the reorganisation;
- The firm and registered office of the acquiring company;
- The exchange rate of shares (shares) of companies and the amount of the premium (if any);
- The size of the fixed capital capital of the acquiring capital company, the number of capital shares (shares) and nominal value;
- The division of capital shares (shares) between the shareholders of the acquiring company;
- The terms of transfer of capital shares (shares) of the acquiring company to the shareholders/shareholders of the merging company;
- The amount of remuneration of members/shareholders/members who vote against the reorganisation at the meeting and require the company to repurchase their shares (shares) in the receiving company;
- The time from which transferred capital shares (shares) are entitled to receive dividends or a share of profits in the acquiring company and the terms affecting that time (if any);
- The rights conferred by the acquiring company to the holders of the capital shares (shares) of each category of capital to be added and the obligacionāriem holding the convertible bonds;
- The rights conferred on the members of the supervisory bodies and executive bodies of the merging company by the receiving company;
- The given name, surname and personal identity number of the members of the board of the acquiring capital company (if the person does not have a personal identity number - the date of birth, the number of the personal identification document and the date of issue, the State and institution which issued the document);
- If the acquiring capital company has a council, - the given name, surname and personal identity number of the members of the council (if the person does not have a personal identity number - the date of birth, the number of the personal identification document and the date of issue, the State and the institution which issued the document);
- The date on which the transactions of the merging company in the accounts of the acquiring company will be treated as transactions of the acquiring company;
- The consequences of the reorganisation for the employees of the merging company;
- The activities to be carried out in the reorganisation process and the time limits for carrying out them;
- If the acquiring company is a partnership, the status of the shareholder/shareholder/member of the merging company in the acquiring company (complementary or complementary) and the amount of its capital.