Colorado 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 Colorado 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 for the merger between these two entities. This agreement is specific to the state of Colorado and governs the merger process. Keywords: Colorado, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. There can be several types of Colorado Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on their specific purposes. These may include: 1. Stock-for-Stock Merger Agreement: This type of agreement specifies the exchange of shares between CNL Financial Corp and New co Merger Co. It outlines the valuation of stock and any other relevant terms related to the stock exchange during the merger. 2. Asset Purchase Agreement: In this type of agreement, CNL Financial Corp agrees to purchase specific assets of New co Merger Co. The agreement details the assets involved, purchase price, and any other terms related to the asset acquisition. 3. Merger of Equals Agreement: This agreement is signed when CNL Financial Corp and New co Merger Co agree to combine their operations and assets on an equal basis. It outlines the conditions, structure, and governance of the newly merged entity. 4. Reverse Merger Agreement: In a reverse merger, New co Merger Co becomes the owner of CNL Financial Corp. This agreement specifies the details and terms of such a transaction, including the corporate structure and management of the new entity. 5. Joint Venture Agreement: In some cases, CNL Financial Corp and New co Merger Co may form a joint venture instead of a traditional merger. This agreement defines the terms and conditions of the joint venture, including the responsibilities, profit-sharing, and decision-making processes. It is important to note that the specific details of each type of Colorado Amended and Restated Agreement and Plan of Merger will vary, depending on the circumstances and negotiated terms between CNL Financial Corp and New co Merger Co.

The Colorado 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 for the merger between these two entities. This agreement is specific to the state of Colorado and governs the merger process. Keywords: Colorado, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. There can be several types of Colorado Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on their specific purposes. These may include: 1. Stock-for-Stock Merger Agreement: This type of agreement specifies the exchange of shares between CNL Financial Corp and New co Merger Co. It outlines the valuation of stock and any other relevant terms related to the stock exchange during the merger. 2. Asset Purchase Agreement: In this type of agreement, CNL Financial Corp agrees to purchase specific assets of New co Merger Co. The agreement details the assets involved, purchase price, and any other terms related to the asset acquisition. 3. Merger of Equals Agreement: This agreement is signed when CNL Financial Corp and New co Merger Co agree to combine their operations and assets on an equal basis. It outlines the conditions, structure, and governance of the newly merged entity. 4. Reverse Merger Agreement: In a reverse merger, New co Merger Co becomes the owner of CNL Financial Corp. This agreement specifies the details and terms of such a transaction, including the corporate structure and management of the new entity. 5. Joint Venture Agreement: In some cases, CNL Financial Corp and New co Merger Co may form a joint venture instead of a traditional merger. This agreement defines the terms and conditions of the joint venture, including the responsibilities, profit-sharing, and decision-making processes. It is important to note that the specific details of each type of Colorado Amended and Restated Agreement and Plan of Merger will vary, depending on the circumstances and negotiated terms between CNL Financial Corp and New co Merger Co.