a) transfer the reserves and provisions set aside by the transferring company, taking into account both tax exemptions and the conditions which would apply to the transferring company if the transfer were not conducted;

a) transfer the reserves and provisions which were set aside by the transferring company and are added to the transferred activity or activities, taking into account the tax exemptions and conditions which would apply to the transferring company if the transfer were not conducted;

(2) In addition to the issue or transfer of securities subject to the first paragraph of this Article, the acquiring company may make to the partners of the acquired company a cash payment not exceeding 10 % of the nominal value or, in the absence of a nominal value, of the accounting value of the securities.

For the purpose of taxation applicable to transfers of activities, taxation applicable to exchanges of equity holdings, and taxation applicable to mergers and divisions subject to Articles 30 to 47 of this Act, the provisions relating to the transfers of securities representing a share in the capital shall also apply to the companies, such as limited liability companies, whose capital is not accounted for by securities.

A cash payment may be made, partly or in full, to the minority partners of the acquired company in place of the issue or transfer of securities, however not exceeding 5% of the nominal value or, in the absence of a nominal value, of the accounting value of the securities.

A cash payment may be made, partly or in full, to the minority partners of the transferring company in place of the issue or transfer of securities, however not exceeding 5% of the nominal value or, in the absence of a nominal value, of the accounting value of the securities.

(3) In the case of merger or division referred to in the first or second paragraph of this Article, the receiving company may, in addition to the issue or transfer of securities, make a cash payment not exceeding 10 % of the nominal value or, in the absence of a nominal value, of the accounting value of the securities.

transferred assets and liabilities: those assets and liabilities of the transferring company which, in consequence of the merger or division, are effectively connected with a permanent establishment of the receiving company in the Member State of the transferring company and play a part in generating the profits or losses taken into account for tax purposes.

(7) Notwithstanding the sixth paragraph of this article, the clearing and depository company shall transfer the shares of the bank to the account of the investor under the sixth paragraph of this article only when the Bank of Slovenia informs it that the investor has implemented an appropriate procedure for the increase of the initial capital of the bank.

'division' shall mean an operation whereby a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to two or more existing or new companies, in exchange for the pro rata issue to its shareholders of securities representing the capital of the companies receiving the assets and liabilities, and, if applicable, a cash payment not exceeding 10 % of the nominal value or, in the absence of a nominal value, of the accounting par value of those securities;

two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, in exchange for the issue to their shareholders of securities representing the capital of that new company, and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities,

one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company in exchange for the issue to their shareholders of securities respresenting the capital of that other company, and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities,

Where an institution for occupational retirement provision has transferred functions of material importance such as investment management, information technology or accounting to other companies (outsourcing), it should be possible for the rights to information and powers of intervention to be enlarged so as to cover these outsourced functions in order to check whether those activities are carried out in accordance with the supervisory rules.

Member States may provide that this liability be limited to the share of net assets transferred to the recipient company on whose account such obligations arose.

For the purposes of this Directive, "merger by acquisition" shall mean the operation whereby one or more companies are wound up without going into liquidation and transfer to another all their assets and liabilities in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.

For the purposes of this Directive, "division by the formation of new companies" means the operation whereby, after being wound up without going into liquidation, a company transfers to more than one newly-formed company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of shares in the recipient companies, and possibly a cash payment not exceeding 10 % of the nominal value of the shares allocated or, where they have no nominal value, of their accounting par value.

Where the application for admission to official listing relates to securities issued in connection with a merger involving the acquisition of another company or the formation of a new company, the division of a company, the transfer of all or part of an undertaking's assets and liabilities, a takeover offer or as consideration for the transfer of assets other than cash, the documents describing the terms and conditions of such operations as well as, where appropriate, any opening balance sheet, whether or not pro forma, if the issuer has not yet prepared its annual accounts, must, without prejudice to the requirement to publish the listing particulars, be made available for inspection by the public at the offices of the issuer of the securities and at those of the financial organisations retained to act as the latter's paying agents.

For the purposes of this Directive, "division by acquisition" shall mean the operation whereby, after being wound up without going into liquidation, a company transfers to more than one company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of shares in the companies receiving contributions as a result of the division (hereinafter referred to as "recipient companies") and possibly a cash payment not exceeding 10 % of the nominal value of the shares allocated or, where they have no nominal value, of their accounting par value.

For the purposes of this Directive, "merger by the formation of a new company" shall mean the operation whereby several companies are wound up without going into liquidation and transfer to a company that they set up all their assets and liabilities in exchange for the issue to their shareholders of shares in the new company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.