Tennessee 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 Tennessee 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 of these two entities. Keywords: Tennessee, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. This agreement is specifically tailored to the merger between CNL Financial Corp and New co Merger Co. It is important to note that there may be different versions or types of this agreement, such as: 1. Tennessee Amended and Restated Agreement and Plan of Merger (Initial Version): This refers to the initial agreement drafted before any amendments or changes were made. 2. Tennessee Amended and Restated Agreement and Plan of Merger (Revised Version): This refers to subsequent versions of the agreement that have been modified or amended to incorporate changes or updates. 3. Tennessee Amended and Restated Agreement and Plan of Merger (Final Version): This refers to the final version of the agreement that has been signed by all parties involved, incorporating all agreed-upon changes and amendments. The agreement typically includes the following key elements: 1. Parties involved: CNL Financial Corp and New co Merger Co. 2. Purpose of the merger: The agreement describes the intent behind the merger, such as to combine resources, expand market presence, or achieve other strategic objectives. 3. Terms and conditions: This section lays out the specific terms of the merger, including the exchange ratio of stock, valuation of assets, assumption of liabilities, and any additional financial or legal considerations. 4. Governance and management: The agreement may outline the governance structure and management responsibilities post-merger, including the composition of the board of directors and executive leadership. 5. Shareholder rights: It details the rights and obligations of the shareholders of both companies in the event of the merger, including any special provisions or conditions. 6. Approvals and regulatory compliance: This section covers the necessary approvals from shareholders, as well as any regulatory requirements or filings that need to be completed for the merger to proceed. 7. Termination and dispute resolution: The agreement may include provisions for termination of the merger if certain conditions are not met, as well as dispute resolution mechanisms in case of disagreements between the parties. 8. Confidentiality and non-disclosure: This section ensures the protection of proprietary information and trade secrets by both parties during and after the merger process. 9. Miscellaneous provisions: This includes any miscellaneous clauses, such as the choice of law, notices, representations and warranties, and any other provisions deemed necessary for a comprehensive agreement. It is crucial to review specific versions of the Tennessee Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co for a complete understanding of the terms and conditions outlined.

The Tennessee 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 of these two entities. Keywords: Tennessee, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. This agreement is specifically tailored to the merger between CNL Financial Corp and New co Merger Co. It is important to note that there may be different versions or types of this agreement, such as: 1. Tennessee Amended and Restated Agreement and Plan of Merger (Initial Version): This refers to the initial agreement drafted before any amendments or changes were made. 2. Tennessee Amended and Restated Agreement and Plan of Merger (Revised Version): This refers to subsequent versions of the agreement that have been modified or amended to incorporate changes or updates. 3. Tennessee Amended and Restated Agreement and Plan of Merger (Final Version): This refers to the final version of the agreement that has been signed by all parties involved, incorporating all agreed-upon changes and amendments. The agreement typically includes the following key elements: 1. Parties involved: CNL Financial Corp and New co Merger Co. 2. Purpose of the merger: The agreement describes the intent behind the merger, such as to combine resources, expand market presence, or achieve other strategic objectives. 3. Terms and conditions: This section lays out the specific terms of the merger, including the exchange ratio of stock, valuation of assets, assumption of liabilities, and any additional financial or legal considerations. 4. Governance and management: The agreement may outline the governance structure and management responsibilities post-merger, including the composition of the board of directors and executive leadership. 5. Shareholder rights: It details the rights and obligations of the shareholders of both companies in the event of the merger, including any special provisions or conditions. 6. Approvals and regulatory compliance: This section covers the necessary approvals from shareholders, as well as any regulatory requirements or filings that need to be completed for the merger to proceed. 7. Termination and dispute resolution: The agreement may include provisions for termination of the merger if certain conditions are not met, as well as dispute resolution mechanisms in case of disagreements between the parties. 8. Confidentiality and non-disclosure: This section ensures the protection of proprietary information and trade secrets by both parties during and after the merger process. 9. Miscellaneous provisions: This includes any miscellaneous clauses, such as the choice of law, notices, representations and warranties, and any other provisions deemed necessary for a comprehensive agreement. It is crucial to review specific versions of the Tennessee Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co for a complete understanding of the terms and conditions outlined.