Rhode Island 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 Rhode Island 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 and conditions agreed upon by the two companies involved in the merger process. This agreement provides a detailed framework for the consolidation of CNL Financial Corp and New co Merger Co, ensuring that all aspects of the merger are addressed and executed in a legally binding manner. Keywords: Rhode Island, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, terms and conditions, consolidation, merger process. Different types of Rhode Island Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Basic Merger Agreement: This type of agreement establishes the fundamental terms and conditions that govern the merger between CNL Financial Corp and New co Merger Co in Rhode Island. It typically covers topics such as the exchange of shares, treatment of assets and liabilities, and corporate governance structure post-merger. 2. Financial Terms Agreement: This agreement focuses on the financial aspects of the merger, including the valuation of CNL Financial Corp and New co Merger Co, the consideration to be paid to shareholders, and any additional financial arrangements, such as earn-outs or purchase price adjustments. 3. Employment Agreement: In some cases, a separate agreement may be drafted to address employment-related matters, such as the retention of key employees, compensation structures, and benefits, ensuring a smooth transition for employees of both companies. 4. Intellectual Property Agreement: If there are unique intellectual property assets involved in the merger, this type of agreement details the transfer, licensing, or protection of those assets post-merger, outlining rights, restrictions, and any ongoing obligations. 5. Dispute Resolution Agreement: This agreement governs the resolution of any potential disputes that may arise during or after the merger process, providing a mechanism for resolving differences through negotiation, mediation, or binding arbitration. Overall, these various types of Rhode Island Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co ensure that all essential aspects of the merger are considered, covering legal, financial, employment, intellectual property, and dispute resolution matters.