Consent to the division in special circumstances

Where, in the case of full divisions or partial divisions, the shares in the acquiring legal entities are not allotted or the memberships in same are not granted to the holders of shares in the legal entity being acquired in that ratio that corresponds to their ownership interest in the legal entity being acquired, the division and takeover agreement will take effect only if all holders of shares in the legal entity being acquired consent to said agreement. In the case of a division for purposes of absorption, the calculation of the proportionate ownership interest is to be based on that part of the assets that is to be transferred in each case.