Effects of the resolution order on transfer

(1) A transfer under section 107 is effected exclusively in accordance with this Act, in conjunction with the resolution order issued in accordance with this Act; section 36a of the Pfandbrief Act remains unaffected.
(2) The resolution order has the following effects: 1. in respect of the transferring legal entity, a) procedural steps required under general provisions, or agreed contractually, in particular resolutions of a general meeting, general assembly, or meeting of creditors, or of other bodies, are deemed replaced; b) statutorily required or contractually agreed participation and consent requirements are deemed satisfied, and impediments to transfer are deemed removed; sections 118 to 122 remain unaffected; 2. in respect of the transfer of objects of transfer, a) entries or re-registrations in a register, land register, or other register are not constitutive for the passing of title; b) instruments, in particular global certificates, are restated accordingly; they may be exchanged or corrected; c) compliance with formal requirements, or other general provisions, laid down outside this Act or agreed contractually, is not required.
(3) The involvement of members of the management and supervisory bodies in preparing and carrying out the transfer does not constitute a breach of duty as against the transferring legal entity and its shareholders.
(4) Rights similar to those of shareholders, without voting rights, exchange rights, and instruments referencing shares or providing for a conversion or exchange, are, in case of doubt, adjusted to the situation created by the transfer.