South Dakota 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 South Dakota 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 for the merger between CNL Financial Corp and New co Merger Co in the state of South Dakota. This agreement is a revised and updated version of the original merger plan as both parties may have made subsequent changes and additions to the initial agreement. The South Dakota Amended and Restated Agreement and Plan of Merger governs the entire merger process, including the exchange of shares, the treatment of stock options, and the allocation of assets and liabilities between the two companies. It ensures a smooth transition and consolidation of operations while protecting the rights and interests of both parties involved. The key provisions of this agreement include the determination of the exchange ratio for the shares of the two companies, the composition of the board of directors of the merged entity, the terms of employment and compensation for key employees, and any special conditions or requirements imposed by regulatory authorities. Different types of South Dakota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include variations based on specific circumstances or unique provisions required by the parties involved. Examples of such variations could be a "South Dakota Amended and Restated Agreement and Plan of Merger with Stockholders' Protective Provisions" or a "South Dakota Amended and Restated Agreement and Plan of Merger with Earn out Provisions." These variations may address additional protections for stockholders, such as voting agreements or provisions for the valuation of certain assets. Alternatively, they might incorporate earn out provisions, which specify additional payments or considerations based on the achievement of certain performance targets or milestones post-merger. In conclusion, the South Dakota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a comprehensive legal document that outlines the terms, conditions, and procedures for the merger, ensuring a structured and organized transition between the two companies while safeguarding the rights and interests of all parties involved.

South Dakota 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 for the merger between CNL Financial Corp and New co Merger Co in the state of South Dakota. This agreement is a revised and updated version of the original merger plan as both parties may have made subsequent changes and additions to the initial agreement. The South Dakota Amended and Restated Agreement and Plan of Merger governs the entire merger process, including the exchange of shares, the treatment of stock options, and the allocation of assets and liabilities between the two companies. It ensures a smooth transition and consolidation of operations while protecting the rights and interests of both parties involved. The key provisions of this agreement include the determination of the exchange ratio for the shares of the two companies, the composition of the board of directors of the merged entity, the terms of employment and compensation for key employees, and any special conditions or requirements imposed by regulatory authorities. Different types of South Dakota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include variations based on specific circumstances or unique provisions required by the parties involved. Examples of such variations could be a "South Dakota Amended and Restated Agreement and Plan of Merger with Stockholders' Protective Provisions" or a "South Dakota Amended and Restated Agreement and Plan of Merger with Earn out Provisions." These variations may address additional protections for stockholders, such as voting agreements or provisions for the valuation of certain assets. Alternatively, they might incorporate earn out provisions, which specify additional payments or considerations based on the achievement of certain performance targets or milestones post-merger. In conclusion, the South Dakota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a comprehensive legal document that outlines the terms, conditions, and procedures for the merger, ensuring a structured and organized transition between the two companies while safeguarding the rights and interests of all parties involved.