SECTION 191

A merger or division shall entail the dissolution without liquidation of the disappearing companies, and the universal transfer to the beneficiary companies of their assets in the state in which they are on the date of wrapping up of the operation. The operation shall simultaneously lead to the acquisition by members of the disappearing companies of the status of member in the beneficiary companies under conditions laid down in the merger or scission contract. The members may eventually receive, in exchange for their contributions, a complementary financial payment which shall not exceed 10% of the exchange value of the shares or stocks allotted them. However, shares or stocks in the beneficiary company may not be exchanged for the shares or stocks of the disappearing company when such shares or stocks are held either by: 1°) the beneficiary company or a person acting in his own name but on behalf of the said company; or 2°) the dissolved company or a person acting in his own name but on behalf of the said company.