SECTION 191

The merger or demerger entail the dissolution without liquidation of the disappearing companies and the universal assignment of their assets to the beneficiary companies, in the state in which they are located on the date of the final completion of the transaction. It entails, simultaneously, the acquisition by the members of the disappearing companies the status of members in the beneficiary companies under the conditions stipulated in the merger or demerger agreement. Members may receive, in exchange for their contributions, a cash balance which shall not exceed ten percent (10%) of the value of the exchange value of shares or equity interests allocated to them. However, there is not an exchange of shares or equity interests of the beneficiary company against the shares or equity interests of the disappearing companies where such shares or equity interests are held: 1) either by the beneficiary company or an individual acting in his own name, but on behalf of the said company; 2) or by the disappearing company or an individual acting in his own name but on behalf of that said company.