B. Neither of the Merging Companies has been dissolved, has been declared bankrupt or has been granted a suspension of payments.
C. All shares in the capital of the Merging Companies are fully paid-up.
D. No shares in the Disappearing Company's capital have been encumbered with a right of pledge or a right of usufruct or any similar encumbrance under German law.
E. The Merger is intended to be treated for German corporate income tax and trade tax purposes as a tax neutral transaction in accordance with § 11 para. 2 of the German Reorganization Tax Act (Umwandlungssteuergesetz) to the maximum extent legally possible.
F. The Disappearing Company does not own real estate.
Legal forms, company names and seats
1.1 The Disappearing Company, trivago GmbH, is a private company with limited liability (Gesellschaft mit beschränkter Haftung) under German law with statutory seat (Satzungssitz) and actual place of management (tatsächlicher Verwaltungssitz) in Düsseldorf, Germany.
1.2 The Surviving Company, trivago N.V., is a public limited liability company (naamloze vennootschap) under Dutch law, with statutory seat in Amsterdam, the Netherlands, and actual place of management (tatsächlicher Verwaltungssitz) in Düsseldorf, Germany.
Transfer of asset and liabilities
Subject to applicable laws, all assets and liabilities of the Disappearing Company, as transferring and disappearing entity, with all related rights and obligations, shall be transferred to the Surviving Company, as absorbing and surviving entity, under dissolution without liquidation by way of Merger pursuant to Sections 2:309 and 2:333b of the DCC and §§ 122a et seqq., 2 no. 1, 46 et seqq. UmwG, with effect from the moment that the Merger becomes effective from a legal perspective (the "Legal Effective Time").
Exchange Ratios, Merger consideration and measures in connection with share ownership