Utah 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 Utah Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal contract outlining the details and terms of a merger transaction between the two companies. This agreement serves as a comprehensive framework for defining the roles, obligations, and overall structure of the merger process. Utah — Significance of Utah jurisdiction in this agreement emphasizes the legal framework and regulations governed by the state of Utah. Amended and Restated — Suggests that this agreement is a revision or modification of a prior agreement, incorporating changes and updates to the merger terms. CNL Financial Corp — One of the merging entities, a financial services company that may be seeking growth, expansion, or diversification through this merger. New co Merger Co — The other merging entity, often a subsidiary or a newly formed company established for the purpose of acquiring or merging with other companies. Plan of Merger — An integral part of the agreement, it provides a detailed outline of the steps, conditions, and timelines of the merger process. If there are different types of Utah Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, they could include: — Primary Agreement: The initial version of the merger agreement, typically amended and restated to reflect changes and updates agreed upon by both parties. — Subsidiary Agreement: If CNL Financial Corp or New co Merger Co have multiple subsidiaries involved in the merger, it is possible to have separate agreements for each subsidiary outlining their respective terms and conditions. — Supplemental Agreement: In case there are subsequent modifications or additional provisions agreed upon by both parties, a supplemental agreement may be created to address these specific changes while keeping the main agreement intact. — Termination Agreement: This agreement would be relevant if the parties decide to terminate the merger plans, covering the process, liabilities, and obligations involved in ending the merger transaction. Please note that the specific types of agreements may vary based on the unique circumstances and requirements of the merger transaction between CNL Financial Corp and New co Merger Co.

The Utah Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal contract outlining the details and terms of a merger transaction between the two companies. This agreement serves as a comprehensive framework for defining the roles, obligations, and overall structure of the merger process. Utah — Significance of Utah jurisdiction in this agreement emphasizes the legal framework and regulations governed by the state of Utah. Amended and Restated — Suggests that this agreement is a revision or modification of a prior agreement, incorporating changes and updates to the merger terms. CNL Financial Corp — One of the merging entities, a financial services company that may be seeking growth, expansion, or diversification through this merger. New co Merger Co — The other merging entity, often a subsidiary or a newly formed company established for the purpose of acquiring or merging with other companies. Plan of Merger — An integral part of the agreement, it provides a detailed outline of the steps, conditions, and timelines of the merger process. If there are different types of Utah Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, they could include: — Primary Agreement: The initial version of the merger agreement, typically amended and restated to reflect changes and updates agreed upon by both parties. — Subsidiary Agreement: If CNL Financial Corp or New co Merger Co have multiple subsidiaries involved in the merger, it is possible to have separate agreements for each subsidiary outlining their respective terms and conditions. — Supplemental Agreement: In case there are subsequent modifications or additional provisions agreed upon by both parties, a supplemental agreement may be created to address these specific changes while keeping the main agreement intact. — Termination Agreement: This agreement would be relevant if the parties decide to terminate the merger plans, covering the process, liabilities, and obligations involved in ending the merger transaction. Please note that the specific types of agreements may vary based on the unique circumstances and requirements of the merger transaction between CNL Financial Corp and New co Merger Co.