District of Columbia 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 District of Columbia Amended and Restated Agreement and Plan of Merger refers to a legal document that outlines the terms and conditions for the merger between CNL Financial Corp and New co Merger Co, both incorporated companies based in the District of Columbia. This agreement is crucial to facilitate the consolidation of the two entities into a single, stronger entity. Keywords: District of Columbia Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, terms and conditions, merger, consolidation, incorporated companies. Different types of District of Columbia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. District of Columbia Amended and Restated Agreement and Plan of Merger for a Horizontal Merger: This type of agreement is specifically designed for mergers between two companies operating in the same industry or sector. It outlines the strategic reasons behind the merger, the exchange ratio of shares, the obligations and rights of each party, and the post-merger organizational structure. 2. District of Columbia Amended and Restated Agreement and Plan of Merger for a Vertical Merger: This agreement is tailored for mergers between companies operating at different stages of the supply chain within a particular industry. It details the motivations for the merger, the valuation method used to determine the share exchange ratio, the potential synergies between the merging entities, and the regulatory considerations associated with vertical integration. 3. District of Columbia Amended and Restated Agreement and Plan of Merger for a Conglomerate Merger: This type of agreement applies to mergers between companies that operate in unrelated industries or sectors. It covers the reasons behind the merger, the financial arrangements, the expected benefits from diversification or economies of scale, and any potential antitrust implications. 4. District of Columbia Amended and Restated Agreement and Plan of Merger for a Reverse Merger: This agreement is relevant in cases where a private company (such as New co Merger Co) acquires a public company (such as CNL Financial Corp) to gain rapid access to the public markets. It outlines the structure of the deal, the valuation of the public company's shares, and the post-merger governance arrangements. Each type of District of Columbia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co incorporates specific terms, provisions, and regulatory considerations based on the nature and objectives of the merger.

The District of Columbia Amended and Restated Agreement and Plan of Merger refers to a legal document that outlines the terms and conditions for the merger between CNL Financial Corp and New co Merger Co, both incorporated companies based in the District of Columbia. This agreement is crucial to facilitate the consolidation of the two entities into a single, stronger entity. Keywords: District of Columbia Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, terms and conditions, merger, consolidation, incorporated companies. Different types of District of Columbia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. District of Columbia Amended and Restated Agreement and Plan of Merger for a Horizontal Merger: This type of agreement is specifically designed for mergers between two companies operating in the same industry or sector. It outlines the strategic reasons behind the merger, the exchange ratio of shares, the obligations and rights of each party, and the post-merger organizational structure. 2. District of Columbia Amended and Restated Agreement and Plan of Merger for a Vertical Merger: This agreement is tailored for mergers between companies operating at different stages of the supply chain within a particular industry. It details the motivations for the merger, the valuation method used to determine the share exchange ratio, the potential synergies between the merging entities, and the regulatory considerations associated with vertical integration. 3. District of Columbia Amended and Restated Agreement and Plan of Merger for a Conglomerate Merger: This type of agreement applies to mergers between companies that operate in unrelated industries or sectors. It covers the reasons behind the merger, the financial arrangements, the expected benefits from diversification or economies of scale, and any potential antitrust implications. 4. District of Columbia Amended and Restated Agreement and Plan of Merger for a Reverse Merger: This agreement is relevant in cases where a private company (such as New co Merger Co) acquires a public company (such as CNL Financial Corp) to gain rapid access to the public markets. It outlines the structure of the deal, the valuation of the public company's shares, and the post-merger governance arrangements. Each type of District of Columbia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co incorporates specific terms, provisions, and regulatory considerations based on the nature and objectives of the merger.