North Dakota 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 North Dakota Amended and Restated Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between CNL Financial Corp and New co Merger Co in the state of North Dakota. It provides a detailed framework for the merger process, including the rights and obligations of the involved parties. This agreement ensures transparency and compliance with relevant laws and regulations. This specific agreement can be categorized into different types based on its purpose or nature. Some examples include: 1. North Dakota Amended and Restated Agreement and Plan of Merger — Stock-for-Stock: This type of agreement pertains to a merger where CNL Financial Corp and New co Merger Co exchange their stocks as consideration for the merger. It outlines the exchange ratios and establishes the ownership structure of the merged entity. 2. North Dakota Amended and Restated Agreement and Plan of Merger — Cash-and-Stock: In this type of agreement, the merger involves a combination of cash and stock as consideration. It specifies the cash amount and stock exchange ratios, as well as any other pertinent terms related to the transaction. 3. North Dakota Amended and Restated Agreement and Plan of Merger — Asset Acquisition: This agreement type covers mergers where CNL Financial Corp acquires specific assets of New co Merger Co. It delineates the assets being transferred, their valuation, and the terms for integration into CNL Financial Corp's existing operations. 4. North Dakota Amended and Restated Agreement and Plan of Merger — Subsidiary Merger: In this scenario, either CNL Financial Corp or New co Merger Co acts as a subsidiary that will merge with or be absorbed by the other party. This agreement outlines the terms of the subsidiary's dissolution and the distribution of its assets and liabilities. Regardless of the specific type, every North Dakota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co will encompass crucial elements such as merger mechanics, employee matters, due diligence, regulatory compliance, dispute resolution, and closing conditions. It plays a pivotal role in ensuring a smooth and legally sound merger transaction between the two companies.