Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Alameda
• Control #: US-CC-12-2089
• Format: Word; Rich Text

Description

12-2089 12-2089 . . . Agreement and Plan of Merger for merger of corporation with newly-formed, wholly-owned subsidiary ("Surviving Company") of Disappearing Company and conversion of (a) each share of Disappearing Company common stock outstanding on September 7, 1994 ("Determination Date") owned by any stockholder who, at Determination Date, is not director or officer of Disappearing Company and is record holder of 500 shares or less of Disappearing Company common stock into right to receive $6.00 per share in cash from Surviving Company and (b) each share of Disappearing Company common stock owned by any stockholder who, at Determination Date, is director or officer of Disappearing Company or is record holder of more than 500 shares of Disappearing Company common stock into one share of Surviving Company common stock. Each share of Surviving Company common stock outstanding on effective date of merger shall be converted into right to receive $5.00 in cash from Surviving Company. The purpose of merger is to reduce number of stockholders below 300 and terminate registration of Surviving Company's common stock under Securities Exchange Act of 1934 The Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document outlining the terms and conditions of a merger agreement between the two companies. This agreement is specific to the Alameda, California jurisdiction and ensures that the consolidation of CNL Financial Corp and New co Merger Co complies with the applicable laws and regulations. Keywords: Alameda, California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, terms and conditions, consolidation, laws, regulations. Different types of Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger Agreement: This type of agreement focuses on the merger of assets between CNL Financial Corp and New co Merger Co. It outlines how specific assets will be transferred or acquired and the corresponding terms and conditions. 2. Stock Merger Agreement: In a stock merger agreement, the focus is on the exchange of shares between CNL Financial Corp and New co Merger Co. This document details the ratio or formula for the exchange and any additional considerations. 3. Merger Agreement With Cash Consideration: This type of agreement involves the merger of CNL Financial Corp and New co Merger Co, with a cash component. It specifies the amount of cash to be paid to the shareholders of the merging companies and the timeline for such payment. 4. Merger Agreement With Stock and Cash Consideration: This variant of the agreement involves a combination of stock and cash consideration for the merger. It outlines the ratio or formula for stock exchange and the amount of cash to be paid to shareholders. 5. Reverse Merger Agreement: A reverse merger agreement occurs when New co Merger Co acquires CNL Financial Corp. This agreement details the terms and conditions under which the reverse merger will take place, including the exchange of shares and any cash considerations. Each of these types of Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may have its specific nuances, but they all serve the purpose of legally binding the merging companies to the agreed-upon terms and conditions for the consolidation.

The Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document outlining the terms and conditions of a merger agreement between the two companies. This agreement is specific to the Alameda, California jurisdiction and ensures that the consolidation of CNL Financial Corp and New co Merger Co complies with the applicable laws and regulations. Keywords: Alameda, California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, terms and conditions, consolidation, laws, regulations. Different types of Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger Agreement: This type of agreement focuses on the merger of assets between CNL Financial Corp and New co Merger Co. It outlines how specific assets will be transferred or acquired and the corresponding terms and conditions. 2. Stock Merger Agreement: In a stock merger agreement, the focus is on the exchange of shares between CNL Financial Corp and New co Merger Co. This document details the ratio or formula for the exchange and any additional considerations. 3. Merger Agreement With Cash Consideration: This type of agreement involves the merger of CNL Financial Corp and New co Merger Co, with a cash component. It specifies the amount of cash to be paid to the shareholders of the merging companies and the timeline for such payment. 4. Merger Agreement With Stock and Cash Consideration: This variant of the agreement involves a combination of stock and cash consideration for the merger. It outlines the ratio or formula for stock exchange and the amount of cash to be paid to shareholders. 5. Reverse Merger Agreement: A reverse merger agreement occurs when New co Merger Co acquires CNL Financial Corp. This agreement details the terms and conditions under which the reverse merger will take place, including the exchange of shares and any cash considerations. Each of these types of Alameda California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may have its specific nuances, but they all serve the purpose of legally binding the merging companies to the agreed-upon terms and conditions for the consolidation.