Idaho 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 Idaho Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co outlines the terms and conditions for the merger between the two entities. This merger agreement encompasses various aspects of the business combination and provides a framework for the transaction. Keywords: Idaho, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, terms and conditions, business combination, transaction Types of Idaho Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Stock Merger Agreement: This type of agreement involves the exchange of stock between CNL Financial Corp and New co Merger Co. It outlines the exchange ratio and any other relevant terms pertaining to the transaction. 2. Asset Merger Agreement: In this form of agreement, CNL Financial Corp and New co Merger Co agree to combine their assets and liabilities into a single entity. The agreement includes details on the valuation of assets, assumption of liabilities, and any other terms related to the consolidation of assets. 3. Cash Merger Agreement: This type of merger agreement involves the acquisition of one company by another for a predetermined cash amount. The agreement documents the terms for the cash payment, including the timing and method of payment. 4. Reverse Merger Agreement: A reverse merger occurs when New co Merger Co acquires CNL Financial Corp, leading to CNL Financial Corp becoming a subsidiary of New co Merger Co. The agreement details the terms of the reverse merger, such as the issuance of shares, management structure, and any other pertinent matters. 5. Parallel Merger Agreement: In a parallel merger, CNL Financial Corp and New co Merger Co agree to combine their operations into a newly formed entity. This type of agreement focuses on the creation of a new company, including the equity ownership structure, board composition, and operational plans. Note: The availability and specific types of Idaho Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may vary and should be verified through reliable sources.