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
• 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 California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between the two entities. This merger aims to combine the resources, expertise, and market presence of both companies to create a stronger and more competitive entity in the financial industry. The agreement specifies the details of the merger, including the exchange ratio of shares, the treatment of any outstanding stock options or other securities, and the governance and management structure of the merged entity. It also outlines the process for obtaining the necessary approvals from regulatory bodies and shareholders. Keywords: California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, resources, expertise, market presence, financial industry, terms and conditions, exchange ratio, outstanding stock options, securities, governance, management structure, regulatory approvals, shareholders. There may be different types of California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which could include variations in the terms, conditions, or specific details of the merger. These variations may be driven by factors such as the nature of the businesses involved, the regulatory environment, or strategic considerations. Keywords: different types, variations, terms, conditions, specific details, nature of businesses, regulatory environment, strategic considerations.

The California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between the two entities. This merger aims to combine the resources, expertise, and market presence of both companies to create a stronger and more competitive entity in the financial industry. The agreement specifies the details of the merger, including the exchange ratio of shares, the treatment of any outstanding stock options or other securities, and the governance and management structure of the merged entity. It also outlines the process for obtaining the necessary approvals from regulatory bodies and shareholders. Keywords: California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, resources, expertise, market presence, financial industry, terms and conditions, exchange ratio, outstanding stock options, securities, governance, management structure, regulatory approvals, shareholders. There may be different types of California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which could include variations in the terms, conditions, or specific details of the merger. These variations may be driven by factors such as the nature of the businesses involved, the regulatory environment, or strategic considerations. Keywords: different types, variations, terms, conditions, specific details, nature of businesses, regulatory environment, strategic considerations.