Page 227 - Albanian law on entrepreuners and companies - text with with commentary

merger takes effect shall, by reason of that merger taking effect, be transferred to the
company resulting from the merger.

Article 221
Protection of Creditors
(1) If creditors of a company participating in the merger, within 6 months from the
publication of the merger agreement in accordance with Article 220 regarding this
company, submit evidence of their claims in writing, they shall obtain adequate
safeguards for these claims from the company. A written statement given by the legal
representatives of the merging companies that the assets of these companies will be
managed separately until the claim of each individual creditor is settled, shall be
regarded as a sufficient safeguard for the creditors. In case no safeguard has been
obtained, the creditors may request the court to order the safeguard or otherwise to
annul the merger decision.
(2) Creditors having priority rights in case of insolvency are not entitled to request
the security referred to in paragraph 1.
(3) The legal representatives of the merging companies are jointly and severally
liable for any damage to creditors as consequence of inaccuracy of the statement
referred to in the second sentence of paragraph 1.

Article 222
Protection of the Holders of Special Rights
The acquiring company shall ensure holders of convertible bonds and preference
shares have the same rights they possessed in the company being acquired.

Article 223
Protection of the Rights of Members or Shareholders
(1) Members or shareholders of merging companies opposed to the merger may
require their shares be bought by the acquiring company at market price or, in case of
dispute, at the price set by an independent expert appointed by the court at their
request. Alternatively, shareholders may request that the acquiring company exchange
their voting shares against preference shares without voting rights.
(2) The rights referred to in paragraph 1 must be exercised within 60 days from
the date of registration of the merger in accordance with Article 220.

Article 224
Liability of Administration and Supervisory Organs and Experts
(1) Legal representatives and members of the Board of Directors or Supervisory
Board of the acquiring company shall be jointly and severally liable together with the

226