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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• 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 Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between these two entities. The agreement aims to facilitate a smooth and efficient consolidation of their operations, assets, and resources. Keywords: Arizona, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, consolidation, operations, assets, resources. Types of Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Binding Merger Agreement: This type of agreement signifies that both CNL Financial Corp and New co Merger Co have mutually agreed upon all the terms and conditions outlined in the document. It legally compels both parties to proceed with the merger as specified. 2. Financial Terms and Consideration: This type of agreement focuses primarily on the financial aspects of the merger. It outlines the valuation of CNL Financial Corp and New co Merger Co, the exchange ratio of their shares, any cash consideration involved, and any adjustments to be made based on the financial performance of the entities. 3. Governance and Operations: This type of agreement details the governance structure of the merged entity, including the board of directors, executive management, and decision-making processes. It also addresses any changes in the organizational structure, operational policies, and procedures to ensure smooth integration and business continuity. 4. Employee and Human Resource Provisions: This type of agreement describes the treatment of existing employees of CNL Financial Corp and New co Merger Co post-merger. It may cover employment terms, benefits, stock options, and any other provisions related to human resources. 5. Regulatory and Compliance Requirements: This type of agreement covers any regulatory obligations, approvals, or filings necessary for the merger to be legally recognized and compliant. It ensures that all necessary legal steps are taken in accordance with Arizona state laws and applicable regulations. 6. Termination and Contingencies: This type of agreement outlines the circumstances under which the merger may be terminated, the procedures for termination, and any associated penalties. It may also include contingencies related to external factors such as regulatory hurdles, litigation risks, or material adverse changes in either company's business. 7. Confidentiality and Non-Disclosure Agreement: This type of agreement ensures the confidentiality of sensitive information shared during the merger negotiations. It restricts disclosure to third parties and prohibits the use of such information for any purpose other than evaluating and completing the merger. These variations of the Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co cater to specific aspects of the merger process and aid in maintaining legal compliance, clarity, and transparency between the merging entities.

Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between these two entities. The agreement aims to facilitate a smooth and efficient consolidation of their operations, assets, and resources. Keywords: Arizona, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, consolidation, operations, assets, resources. Types of Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Binding Merger Agreement: This type of agreement signifies that both CNL Financial Corp and New co Merger Co have mutually agreed upon all the terms and conditions outlined in the document. It legally compels both parties to proceed with the merger as specified. 2. Financial Terms and Consideration: This type of agreement focuses primarily on the financial aspects of the merger. It outlines the valuation of CNL Financial Corp and New co Merger Co, the exchange ratio of their shares, any cash consideration involved, and any adjustments to be made based on the financial performance of the entities. 3. Governance and Operations: This type of agreement details the governance structure of the merged entity, including the board of directors, executive management, and decision-making processes. It also addresses any changes in the organizational structure, operational policies, and procedures to ensure smooth integration and business continuity. 4. Employee and Human Resource Provisions: This type of agreement describes the treatment of existing employees of CNL Financial Corp and New co Merger Co post-merger. It may cover employment terms, benefits, stock options, and any other provisions related to human resources. 5. Regulatory and Compliance Requirements: This type of agreement covers any regulatory obligations, approvals, or filings necessary for the merger to be legally recognized and compliant. It ensures that all necessary legal steps are taken in accordance with Arizona state laws and applicable regulations. 6. Termination and Contingencies: This type of agreement outlines the circumstances under which the merger may be terminated, the procedures for termination, and any associated penalties. It may also include contingencies related to external factors such as regulatory hurdles, litigation risks, or material adverse changes in either company's business. 7. Confidentiality and Non-Disclosure Agreement: This type of agreement ensures the confidentiality of sensitive information shared during the merger negotiations. It restricts disclosure to third parties and prohibits the use of such information for any purpose other than evaluating and completing the merger. These variations of the Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co cater to specific aspects of the merger process and aid in maintaining legal compliance, clarity, and transparency between the merging entities.