4.3 Creditors of the Disappearing Company are protected against potential risks with respect to the satisfaction of their claims resulting from the Merger by § 122j UmwG, which provides that the creditors of the Disappearing Company may demand security for their claims to the extent the creditors cannot claim satisfaction of such claims, provided that the relevant claims came into existence before or up to 15 days following the publication of the Merger Plan pursuant to § 122d sentence 2 UmwG. Security may, for example, be provided by way of cash deposits or the pledging of movable goods.
In order to receive security as described above, the relevant creditor of the Disappearing Company is required to designate in writing the amount and the legal basis of the claim for which the creditor demands provision of security and provides prima facie evidence, that the Merger endangers the satisfaction of the claim.
The creditors of the Disappearing Company, however, have no right to prohibit the Merger in accordance with German law.
4.4 In addition, each creditor of either the Merging Companies has, in accordance with Section 2:316 DCC, the right to claim security from either of the Merging Companies for its claims, provided its claims are not otherwise sufficiently secured, or if the financial situation of the Surviving Company provides fewer safeguards for satisfaction of its claims. Within one month following the publication of the Merger Plan, in each case subject to applicable law, the creditors may file, in accordance with Dutch law, an objection requesting the provision of security with the competent District Court of Amsterdam. As long as such one-month-period has not expired, or if a timely filed objection has not been withdrawn by the creditor or lifted by the District Court, the merger deed to effect the Merger is not permitted to be executed under Dutch law.
4.5 Unless a counterparty to the Merging Companies exercises the right provided for under Section 2:322 DCC, contracts concluded with the Merging Companies will remain in force unchanged following the Merger, except that the Surviving Company will replace, where applicable, the Disappearing Company as the contracting party.
4.6 The articles of association of the Surviving Company will not be amended as a consequence of the Merger.