Missouri 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 Missouri Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding contract that outlines the terms and conditions of a merger between these two entities. This agreement encompasses various types, including: 1. Merger Agreement: This type of agreement defines the process and terms under which CNL Financial Corp and New co Merger Co will consolidate their assets, operations, and shareholders into a single entity. 2. Amended Agreement: An amended agreement refers to a modified version of the original agreement. It outlines any changes or amendments made to the initial terms of the merger, ensuring that both parties are in agreement with the modifications. 3. Restated Agreement: A restated agreement entails rewriting the original agreement in a more comprehensive and concise manner. It consolidates all relevant details and updates into a single document, making it easier to understand and enforce. 4. Share Purchase Agreement: This type of agreement may be included within the larger merger agreement. It outlines the terms and conditions regarding the purchase and transfer of shares between the merging companies, including the price per share and any conditions for the transaction. 5. Governance Agreement: A governance agreement is a separate document that can be part of the Missouri Amended and Restated Agreement and Plan of Merger. It specifies how the merged entity will be governed, including board compositions, voting rights, and any restrictions on major decision-making. 6. Confidentiality Agreement: This agreement ensures the confidentiality of proprietary and sensitive information shared during the merger process. It outlines the obligations and responsibilities of each party in protecting and not disclosing such information to third parties. In conclusion, the Missouri Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co encompasses various types of agreements that collectively define the terms, conditions, and processes of their merger. These agreements include the Merger Agreement, Amended Agreement, Restated Agreement, Share Purchase Agreement, Governance Agreement, and Confidentiality Agreement.

The Missouri Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding contract that outlines the terms and conditions of a merger between these two entities. This agreement encompasses various types, including: 1. Merger Agreement: This type of agreement defines the process and terms under which CNL Financial Corp and New co Merger Co will consolidate their assets, operations, and shareholders into a single entity. 2. Amended Agreement: An amended agreement refers to a modified version of the original agreement. It outlines any changes or amendments made to the initial terms of the merger, ensuring that both parties are in agreement with the modifications. 3. Restated Agreement: A restated agreement entails rewriting the original agreement in a more comprehensive and concise manner. It consolidates all relevant details and updates into a single document, making it easier to understand and enforce. 4. Share Purchase Agreement: This type of agreement may be included within the larger merger agreement. It outlines the terms and conditions regarding the purchase and transfer of shares between the merging companies, including the price per share and any conditions for the transaction. 5. Governance Agreement: A governance agreement is a separate document that can be part of the Missouri Amended and Restated Agreement and Plan of Merger. It specifies how the merged entity will be governed, including board compositions, voting rights, and any restrictions on major decision-making. 6. Confidentiality Agreement: This agreement ensures the confidentiality of proprietary and sensitive information shared during the merger process. It outlines the obligations and responsibilities of each party in protecting and not disclosing such information to third parties. In conclusion, the Missouri Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co encompasses various types of agreements that collectively define the terms, conditions, and processes of their merger. These agreements include the Merger Agreement, Amended Agreement, Restated Agreement, Share Purchase Agreement, Governance Agreement, and Confidentiality Agreement.