1. 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.
2. Article 3(2) of Directive 78/855/EEC shall apply.
3. In so far as this Directive refers to Directive 78/855/EEC, the expression "merging companies" shall mean "the companies involved in a division", the expression "company being acquired" shall mean "the company being divided", the expression "acquiring company" shall mean "each of the recipient companies" and the expression "draft terms of