Texas 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 Texas 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 the merger between these two entities. This agreement is significant as it serves as a binding contract between the parties involved, providing a framework for the consolidation of their operations and assets. The Texas Amended and Restated Agreement and Plan of Merger outlines various aspects of the merger, including the timeline, financial terms, and conditions, as well as the rights and responsibilities of each party. This agreement often encompasses several key areas, such as the purpose of the merger, the structure of the transaction, provisions related to stockholders' approval, regulatory requirements, and conditions to closing the deal. Some relevant keywords associated with the Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co include: 1. Merger: The legal process of combining two or more entities into one, typically to create a stronger and more competitive organization. 2. CNL Financial Corp: Refers to one of the merging entities, a notable financial corporation based in Texas, known for its diverse investment and real estate activities. 3. New co Merger Co: Refers to the other party involved in the merger, often a newly formed entity specifically created for the purpose of the consolidation. 4. Amended and Restated: Implies that the agreement has been modified or altered from its original version to incorporate changes or address specific concerns that may have arisen during the negotiation process. While there may not be multiple types of Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, it is possible that this agreement could have various iterations depending on the specific terms, parties involved, or unique circumstances of the merger. However, the core purpose and provisions of the agreement would generally remain the same.