Nevada 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 Nevada 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 these two entities. This agreement is specific to the state of Nevada and specifies the changes and amendments made to the original agreement. The purpose of this agreement is to provide clarity and ensure that both parties involved in the merger are in agreement with the terms and conditions. Keywords: Nevada, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, legally binding, amendments, entity, clarity. Different types of Nevada Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Nevada Amended and Restated Agreement and Plan of Merger — First Amendment: This type of agreement outlines the first set of amendments made to the original agreement between CNL Financial Corp and New co Merger Co. 2. Nevada Amended and Restated Agreement and Plan of Merger — Second Amendment: This agreement specifies the second set of amendments made to the initial merger agreement, providing further clarity and modifications as needed. 3. Nevada Amended and Restated Agreement and Plan of Merger — Final Version: This type of agreement represents the final version of the merger agreement between CNL Financial Corp and New co Merger Co after all amendments and changes have been incorporated. These different types of agreements may be necessary as the merger progresses, and both parties may deem it necessary to modify or clarify certain aspects of the initial merger agreement.