Ohio 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 Ohio 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 the merger between these two companies. This agreement is specific to the state of Ohio and complies with all applicable state laws and regulations. Keywords: Ohio, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legally binding, terms and conditions, state laws, regulations. There could be different types of Ohio Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on the specific objectives and conditions of the merger. Some possible variations may include: 1. Ohio Amended and Restated Agreement and Plan of Merger (Stock Merger): This type of agreement focuses on a merger in which the companies involved combine their stock and assets to create a single entity. 2. Ohio Amended and Restated Agreement and Plan of Merger (Asset Acquisition): This agreement type involves one company acquiring the assets of another, as opposed to shares or stock, in a merger between CNL Financial Corp and New co Merger Co. 3. Ohio Amended and Restated Agreement and Plan of Merger (Cash Merger): A cash merger agreement focuses on the payment of cash to the shareholders of one company in exchange for the transfer of ownership and assets to the acquiring company. 4. Ohio Amended and Restated Agreement and Plan of Merger (Statutory Merger): This type of merger involves a merger between CNL Financial Corp and New co Merger Co that is governed by specific Ohio state statutes and regulations. This agreement ensures compliance with all relevant legal requirements. It's important to note that the specific terms and conditions of each Ohio Amended and Restated Agreement and Plan of Merger will be unique to the circumstances and objectives of the merger.

The Ohio 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 the merger between these two companies. This agreement is specific to the state of Ohio and complies with all applicable state laws and regulations. Keywords: Ohio, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legally binding, terms and conditions, state laws, regulations. There could be different types of Ohio Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on the specific objectives and conditions of the merger. Some possible variations may include: 1. Ohio Amended and Restated Agreement and Plan of Merger (Stock Merger): This type of agreement focuses on a merger in which the companies involved combine their stock and assets to create a single entity. 2. Ohio Amended and Restated Agreement and Plan of Merger (Asset Acquisition): This agreement type involves one company acquiring the assets of another, as opposed to shares or stock, in a merger between CNL Financial Corp and New co Merger Co. 3. Ohio Amended and Restated Agreement and Plan of Merger (Cash Merger): A cash merger agreement focuses on the payment of cash to the shareholders of one company in exchange for the transfer of ownership and assets to the acquiring company. 4. Ohio Amended and Restated Agreement and Plan of Merger (Statutory Merger): This type of merger involves a merger between CNL Financial Corp and New co Merger Co that is governed by specific Ohio state statutes and regulations. This agreement ensures compliance with all relevant legal requirements. It's important to note that the specific terms and conditions of each Ohio Amended and Restated Agreement and Plan of Merger will be unique to the circumstances and objectives of the merger.