Kentucky 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 Kentucky 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 companies. This agreement sets forth the specifics regarding the consolidation of assets, liabilities, and operations, as well as the rights and obligations of all parties involved. The merger agreement is designed to ensure a smooth transition and provide clarity on various aspects of the merger. It includes provisions relating to the payment of consideration to CNL Financial Corp shareholders, potential adjustments to the merger terms, and any required regulatory approvals. Additionally, the agreement may detail how the merged entity will be governed and the composition of its board of directors. There are several types of Kentucky Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These may include: 1. Asset acquisition merger agreement: This type of agreement focuses on the transfer of specific assets from CNL Financial Corp to New co Merger Co. It outlines the terms of the transfer, including the purchase price and any conditions that need to be fulfilled for the transaction to take place. 2. Stock acquisition merger agreement: In this type of agreement, New co Merger Co acquires the outstanding stock of CNL Financial Corp. The agreement specifies the exchange ratio or purchase price per share, any potential adjustments, and the rights of CNL Financial Corp shareholders post-merger. 3. Cash merger agreement: A cash merger agreement typically involves the acquisition of CNL Financial Corp by New co Merger Co for a specified cash consideration per share. It outlines the payment terms, including the timing and method of payment. 4. Statutory merger agreement: This type of agreement involves a more complex process that may require approval from shareholders and regulatory bodies. It details the step-by-step procedure for merging the two entities, including any legal requirements or disclosures. These different types of agreements can vary in their specifics, but all serve to establish the legal framework necessary for the successful merger between CNL Financial Corp and New co Merger Co according to the laws of Kentucky.

The Kentucky 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 companies. This agreement sets forth the specifics regarding the consolidation of assets, liabilities, and operations, as well as the rights and obligations of all parties involved. The merger agreement is designed to ensure a smooth transition and provide clarity on various aspects of the merger. It includes provisions relating to the payment of consideration to CNL Financial Corp shareholders, potential adjustments to the merger terms, and any required regulatory approvals. Additionally, the agreement may detail how the merged entity will be governed and the composition of its board of directors. There are several types of Kentucky Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These may include: 1. Asset acquisition merger agreement: This type of agreement focuses on the transfer of specific assets from CNL Financial Corp to New co Merger Co. It outlines the terms of the transfer, including the purchase price and any conditions that need to be fulfilled for the transaction to take place. 2. Stock acquisition merger agreement: In this type of agreement, New co Merger Co acquires the outstanding stock of CNL Financial Corp. The agreement specifies the exchange ratio or purchase price per share, any potential adjustments, and the rights of CNL Financial Corp shareholders post-merger. 3. Cash merger agreement: A cash merger agreement typically involves the acquisition of CNL Financial Corp by New co Merger Co for a specified cash consideration per share. It outlines the payment terms, including the timing and method of payment. 4. Statutory merger agreement: This type of agreement involves a more complex process that may require approval from shareholders and regulatory bodies. It details the step-by-step procedure for merging the two entities, including any legal requirements or disclosures. These different types of agreements can vary in their specifics, but all serve to establish the legal framework necessary for the successful merger between CNL Financial Corp and New co Merger Co according to the laws of Kentucky.