Nebraska 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 Title: Understanding Nebraska Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co Introduction: The Nebraska Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms, conditions, and process governing the merger between these two entities. This comprehensive contract is created to ensure a smooth transition, protection of interests, and the achievement of mutually beneficial objectives. In this article, we will dive into the details of this agreement while discussing its different types, if any. Keywords: Nebraska, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. 1. Definition and Purpose: The Nebraska Amended and Restated Agreement and Plan of Merger is a legally binding document that governs the merger between CNL Financial Corp and New co Merger Co. It encompasses various terms to ensure the consolidation of these entities is executed according to the law and protects the interests of all parties involved. 2. Parties Involved: The agreement outlines the roles and responsibilities of CNL Financial Corp, an existing entity, and New co Merger Co, the acquiring entity. It clarifies how these two companies will merge their operations, assets, liabilities, and employees. 3. Merger Process: This agreement contains a detailed plan outlining the step-by-step procedures involved in the merger process. It will include key milestones, timelines, due diligence requirements, and regulatory compliance measures to ensure a successful transition. 4. Terms and Conditions: The Nebraska Amended and Restated Agreement and Plan of Merger will encompass specific terms and conditions agreed upon by CNL Financial Corp and New co Merger Co. These will cover areas like the exchange ratio of shares, stock options, voting rights, board composition, and post-merger management. 5. Shareholder Rights and Protections: To protect the interests of the shareholders of both CNL Financial Corp and New co Merger Co, the agreement will outline their rights, entitlements, and the process for issuing new shares or exchanging existing ones. 6. Financial Considerations: The agreement will cover aspects related to the financial terms of the merger, such as the valuation of the companies, purchase price, assumptions, adjustments, and any financial obligations involved. 7. Legal and Regulatory Compliance: To ensure compliance with applicable laws and regulations, the agreement provides guidance on obtaining necessary approvals from regulatory bodies, ensuring all required notifications are made, and satisfying any other legal requirements. 8. Dissenting Shareholders: The agreement may also address the rights and procedures regarding dissenting shareholders who do not wish to participate in the merger. It outlines the process for valuation of their shares and the settlement procedure. Different Types of Nebraska Amended and Restated Agreement and Plan of Merger: While there may be various amendments and restatements to the agreement depending on specific circumstances, the primary focus lies on the 'Amended and Restated Agreement and Plan of Merger' between CNL Financial Corp and New co Merger Co. Conclusion: The Nebraska Amended and Restated Agreement and Plan of Merger is a binding legal document that plays a crucial role in facilitating a merger between CNL Financial Corp and New co Merger Co. It promotes transparency, protects the rights of the parties involved, and ensures a smooth transition from independent entities to a merged organization.

Title: Understanding Nebraska Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co Introduction: The Nebraska Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms, conditions, and process governing the merger between these two entities. This comprehensive contract is created to ensure a smooth transition, protection of interests, and the achievement of mutually beneficial objectives. In this article, we will dive into the details of this agreement while discussing its different types, if any. Keywords: Nebraska, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. 1. Definition and Purpose: The Nebraska Amended and Restated Agreement and Plan of Merger is a legally binding document that governs the merger between CNL Financial Corp and New co Merger Co. It encompasses various terms to ensure the consolidation of these entities is executed according to the law and protects the interests of all parties involved. 2. Parties Involved: The agreement outlines the roles and responsibilities of CNL Financial Corp, an existing entity, and New co Merger Co, the acquiring entity. It clarifies how these two companies will merge their operations, assets, liabilities, and employees. 3. Merger Process: This agreement contains a detailed plan outlining the step-by-step procedures involved in the merger process. It will include key milestones, timelines, due diligence requirements, and regulatory compliance measures to ensure a successful transition. 4. Terms and Conditions: The Nebraska Amended and Restated Agreement and Plan of Merger will encompass specific terms and conditions agreed upon by CNL Financial Corp and New co Merger Co. These will cover areas like the exchange ratio of shares, stock options, voting rights, board composition, and post-merger management. 5. Shareholder Rights and Protections: To protect the interests of the shareholders of both CNL Financial Corp and New co Merger Co, the agreement will outline their rights, entitlements, and the process for issuing new shares or exchanging existing ones. 6. Financial Considerations: The agreement will cover aspects related to the financial terms of the merger, such as the valuation of the companies, purchase price, assumptions, adjustments, and any financial obligations involved. 7. Legal and Regulatory Compliance: To ensure compliance with applicable laws and regulations, the agreement provides guidance on obtaining necessary approvals from regulatory bodies, ensuring all required notifications are made, and satisfying any other legal requirements. 8. Dissenting Shareholders: The agreement may also address the rights and procedures regarding dissenting shareholders who do not wish to participate in the merger. It outlines the process for valuation of their shares and the settlement procedure. Different Types of Nebraska Amended and Restated Agreement and Plan of Merger: While there may be various amendments and restatements to the agreement depending on specific circumstances, the primary focus lies on the 'Amended and Restated Agreement and Plan of Merger' between CNL Financial Corp and New co Merger Co. Conclusion: The Nebraska Amended and Restated Agreement and Plan of Merger is a binding legal document that plays a crucial role in facilitating a merger between CNL Financial Corp and New co Merger Co. It promotes transparency, protects the rights of the parties involved, and ensures a smooth transition from independent entities to a merged organization.