South Carolina 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 South Carolina 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 of a merger between the two companies. This agreement is specific to South Carolina jurisdiction and is designed to comply with the state's laws and regulations regarding mergers. Keywords: South Carolina, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, merger, terms and conditions, laws and regulations. Types of South Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Stock-for-Stock Merger Agreement: This type of agreement involves the exchange of stocks between CNL Financial Corp and New co Merger Co. It specifies the ratio of stock exchange and the terms and conditions associated with the merger. 2. Asset Acquisition Agreement: In this type of agreement, CNL Financial Corp acquires specific assets of New co Merger Co. The agreement details the assets being transferred, the purchase price, and any other relevant terms and conditions. 3. Survival and Indemnification Agreement: This agreement focuses on the survival of certain provisions and the indemnification of the parties involved in the merger. It outlines the rights and responsibilities of CNL Financial Corp and New co Merger Co in case of any claims or liabilities arising from the merger. 4. Voting Agreement: This type of agreement is entered into by shareholders of both CNL Financial Corp and New co Merger Co. It specifies the voting rights and obligations of the shareholders concerning the approval of the merger. 5. Termination Agreement: If the merger between CNL Financial Corp and New co Merger Co is terminated before completion, a termination agreement is put in place. This agreement outlines the reasons for termination and the responsibilities of each party going forward. These variations of the South Carolina Amended and Restated Agreement and Plan of Merger cater to different scenarios and specific needs of the merging companies, ensuring that the legal requirements and obligations are met according to South Carolina laws.

The South Carolina 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 of a merger between the two companies. This agreement is specific to South Carolina jurisdiction and is designed to comply with the state's laws and regulations regarding mergers. Keywords: South Carolina, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, merger, terms and conditions, laws and regulations. Types of South Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Stock-for-Stock Merger Agreement: This type of agreement involves the exchange of stocks between CNL Financial Corp and New co Merger Co. It specifies the ratio of stock exchange and the terms and conditions associated with the merger. 2. Asset Acquisition Agreement: In this type of agreement, CNL Financial Corp acquires specific assets of New co Merger Co. The agreement details the assets being transferred, the purchase price, and any other relevant terms and conditions. 3. Survival and Indemnification Agreement: This agreement focuses on the survival of certain provisions and the indemnification of the parties involved in the merger. It outlines the rights and responsibilities of CNL Financial Corp and New co Merger Co in case of any claims or liabilities arising from the merger. 4. Voting Agreement: This type of agreement is entered into by shareholders of both CNL Financial Corp and New co Merger Co. It specifies the voting rights and obligations of the shareholders concerning the approval of the merger. 5. Termination Agreement: If the merger between CNL Financial Corp and New co Merger Co is terminated before completion, a termination agreement is put in place. This agreement outlines the reasons for termination and the responsibilities of each party going forward. These variations of the South Carolina Amended and Restated Agreement and Plan of Merger cater to different scenarios and specific needs of the merging companies, ensuring that the legal requirements and obligations are met according to South Carolina laws.