Georgia 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

Georgia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document outlining the terms and conditions of a merger between the two entities in the state of Georgia. This agreement highlights the obligations, rights, and responsibilities of CNL Financial Corp and New co Merger Co, as well as the process and procedures involved in the merger. The Georgia Amended and Restated Agreement and Plan of Merger is designed to ensure the smooth and lawful consolidation of CNL Financial Corp and New co Merger Co. It typically includes various key sections, such as: 1. Parties Involved: The agreement identifies the names and legal entities involved in the merger, namely CNL Financial Corp and New co Merger Co. 2. Purpose of the Merger: This section explains the rationale behind the merger, such as the desire to enhance synergies, expand market presence, or increase shareholder value. 3. Definitions: The agreement provides clear definitions for key terms and phrases used throughout the document, ensuring a common understanding between the parties involved. 4. Terms and Conditions: This section outlines the terms and conditions under which the merger will take place. It includes details on the exchange of shares, consideration to be paid to shareholders, and any special conditions that must be met for the merger to proceed. 5. Governance and Management: The agreement describes the structure and composition of the merged entity's board of directors and executive leadership, addressing matters such as appointment procedures, compensation, and voting rights. 6. Representations and Warranties: Both CNL Financial Corp and New co Merger Co make certain representations and warranties to each other regarding their financial condition, legal compliance, and other relevant matters. 7. Conditions Precedent: The agreement sets out the conditions that must be satisfied before the merger can be completed. These conditions typically include obtaining necessary regulatory approvals, shareholder consent, and compliance with applicable laws. 8. Termination and Amendment: This section outlines the circumstances under which the agreement may be terminated, as well as the procedures for making amendments or modifications to the agreement. It's important to note that while a Georgia Amended and Restated Agreement and Plan of Merger may follow a similar structure, the specific terms and provisions can vary depending on the circumstances and the needs of the merging companies. Therefore, it's crucial to review the actual agreement for accurate and up-to-date information.