(1) The acquiring company may not increase its capital stock in order to implement the merger in any of the following cases:
1. it holds shares in a legal entity being acquired;
2. a legal entity being acquired holds treasury shares; or
3. a legal entity being acquired holds stock in this company, regarding which the issue price has not been paid in the full amount.
The acquiring company need not increase its capital stock in either of the following cases:
1. it holds treasury stock; or
2. a legal entity being acquired holds stock in this company, regarding which the issue price has already been paid in the full amount.
The acquiring company may refrain from allotting shares of stock if all holders of shares in a legal entity being acquired waive having this done; the declarations of waiver are to be recorded by a notary.
(2) Subsection (1) applies accordingly if the holder of the shares designated therein is a third party who is acting on their own behalf, but who is acting, in a case governed by subsection (1) sentence 1 no. 1 or by subsection (1) sentence 2 no. 1, for the account of the acquiring company, or who is acting, in any one of the other cases governed by subsection (1), for the account of the legal entity being acquired.
(3) Additional cash payments specified in the merger agreement may not exceed one tenth of the pro-rated amount of its capital stock allocable to the shares of stock in the acquiring company that have been allotted.