merger
Defined in Article 2, Directive 2005/56/EC
Uses as of 19/07/2008
Definitions over time (1)
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For the purposes of this Directive: 1) ‘limited liability company’, hereinafter referred to as ‘company’, means: a company as referred to in Article 1 of Directive 68/151/EEC (^{11}), or a company with share capital and having legal personality, possessing separate assets which alone serve to cover its debts and subject under the national law governing it to conditions concerning guarantees such as are provided for by Directive 68/151/EEC for the protection of the interests of members and others; ‘merger’ means an operation whereby: one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares; or two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares; or a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital.
Other definitions of this term in this act (1)
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Used in (111 places in 28 provisions on 19/07/2008)
Directive 2005/56/EC (111 in 28)
Recital 12 · Recital 23 · Recital 33 · Recital 4 · Recital 52 · Recital 64 · Recital 75 · Recital 84 · Recital 11 · Recital 134 · Preamble · Article 12 · Article 2 · Article 34 · Article 48 · Article 512 · Article 6 · Article 72 · Article 85 · Article 94 · Article 105 · Article 116 · Article 122 · Article 133 · Article 148 · Article 152 · Article 1615 · Article 17