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

State:
Multi-State
Control #:
US-CC-12-2089
Format:
Word; 
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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.

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How to fill out Arizona Amended And Restated Agreement And Plan Of Merger Between CNL Financial Corp And Newco Merger Co?

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FAQ

The Company and each of its subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate ...

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: Confidentiality Agreements. Letters of Intent. Exclusivity Agreements. Disclosure Schedules. HSR Filings. Third Party Consents. Legal Opinions. Stock Certificates.

Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.

Reporting to the SEC If the merger or acquisition requires a vote by shareholders, the agreement will be available in the proxy document, Schedule 14A (or sometimes an information statement, Schedule 14C). The proxy will include the terms of the merger and what shareholders can expect to receive as proceeds.

More info

Download Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co from the US Legal Forms site. It gives you a wide ... Section 2.7(f) of the Merger Agreement is amended to replace the references to “shall be rounded up to the nearest whole share” with “shall receive cash in lieu ...Register and log in to your account. Log in to the editor using your credentials or click Create free account to examine the tool's features. Add the Amended ... The Company has heretofore furnished to Parent true and complete copies of all agreements ... between the execution hereof and the Effective Time, except as ... file the Statement of Merger with the. ACC. If a merging entity is an Arizona corporation or LLC, but the survivor is a foreign entity, then the Statement still. of perjury that the plan of merger was approved by each merging entity, and by the surviving ... DELAYED EFFECTIVE DATE – Complete this section only if the merger ... Accordingly, approval of the GAHR III Charter Amendment (Merger Agreement) is a condition to each party's obligation to complete the Mergers. See “Proposals ... AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG REG NEWCO, INC ... agreement between the Company and the holders of the Series A Preferred Stock. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of ... A CLEAR VISION. Our consistently strong performance begins with a clear vision. In 1993, when Equity Residential became a public company, we saw that ...

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