(1) The merger agreement, or its draft, additionally is to determine, for each holder of shares in a legal entity being acquired, whether the position of general partner or limited partner is to be granted to said shareholder in the acquiring commercial partnership or in the new commercial partnership. In this context, the amount of the capital contribution to be made by each shareholder is to be specified.
(2) Holders of shares in a legal entity being acquired who are not personally liable without limitation, as joint and several debtors, for that legal entity’s liabilities, are to be granted the position of a limited partner. Any determinations deviating herefrom will be valid only if the holders of shares affected consent to the merger resolution that has been adopted by the legal entity being acquired.