(1) The legal entities involved may declare in the merger agreement that, instead of an additional cash payment (section 15), additional shares of stock in the acquiring company will be allotted. The claim to an allotment of additional shares of stock is not ruled out by the acquiring company having taken either of the following actions following the entry of the merger in the register:
1. transfer, as a whole or in part, of its entire assets or parts thereof, by way of a merger or a division to a stock corporation or to a public partly limited partnership or
2. obtainment of the legal form of a public partly limited partnership by way of a change of legal form.
(2) New shares of stock that were not allotted following the entry of the merger in the register in the context of a capital increase using company funds due to an inadequate share exchange ratio, as well as capital reductions effected after the entry of the merger in the register without repayment of parts of the capital stock, are to be taken into account where the claim to allotment of additional shares of stock is concerned. Pre-emptive rights to newly issued shares of stock, for which the stockholders entitled to the allotment were not eligible in the context of an increase of the capital in return for contributions that was effected after the entry of the merger in the register due to an inadequate share exchange ratio, are to be granted to said stockholders subsequently. The stockholders entitled to the allotment must exercise their pre-emptive right to newly issued shares of stock under sentence 2 in relation to the company within one month of the decision of the court having become final and binding (section 11 (1) of the Act on Valuation Proceedings under Corporate Law.
(3) Instead of additional shares of stock, the stockholders entitled to the allotment are to be granted a compensatory additional cash payment in accordance with section 15 (1) sentence 1
1. insofar as it is impossible to arrive at an adequate share exchange ratio, despite additional shares of stock having been allotted, or
2. if the allotment of additional shares of stock has become impossible.
(4) Instead of additional shares of stock, those stockholders who have left the company, on the occasion of a measure altering its structure that was effected after entry of the merger in the register, are to be granted indemnification in money, taking account of the compensation to be granted by the company.
(5) In addition to the allotment of additional shares of stock, the stockholders entitled to the allotment are to be granted indemnification in money for profits or for an appropriate compensation as defined in section 304 of the Stock Corporation Act, insofar as these were not distributed or paid because of an inadequate share exchange ratio.
(6) The following claims of the stockholders entitled to the allotment are to bear annual interest at five percentage points above the basic rate of interest defined in section 247 of the Civil Code:
1. the claim to an allotment of additional shares of stock in accordance with subsections (1) and (2), based on the amount owed in the event of an additional cash payment under section 15 (1) and (2) sentence 1 once three months have lapsed after the decision handed down by the court (section 11 (1) of the Act on Valuation Proceedings under Corporate Law),
2. the claim to an additional cash payment being granted in accordance with subsection (3) from the date of entry of the merger in the register,
3. the claims to indemnification in money in accordance with subsections (4) and (5) from that point in time onwards at which the compensation or the claim to distribution of profits or the recurrent performance would have become due.
In the cases governed by section 72b, interest ceases to accrue as soon as the trustee has taken receipt, as set out in section 72b (3), of the shares of stock, the additional cash payment or the indemnification in money.
(7) Subsections (1) to (6) do not rule out the assertion of a further damage. The company bears the risk of procuring the shares of stock to be allotted additionally.