Virginia 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 Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding agreement that outlines the terms and conditions of a merger between the two entities. This document is specific to mergers taking place in the state of Virginia. Keywords: Virginia, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, entities, terms and conditions. There may be different types of Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which could include: 1. Virginia Amended and Restated Agreement and Plan of Merger for Acquiring Assets: This type of agreement focuses on the acquisition of assets by CNL Financial Corp from New co Merger Co, resulting in the consolidation and integration of these assets into the CNL Financial Corp entity. 2. Virginia Amended and Restated Agreement and Plan of Merger for Stock Merger: This agreement involves the merger of the stock of both CNL Financial Corp and New co Merger Co, resulting in a combined entity with shared stockholders. 3. Virginia Amended and Restated Agreement and Plan of Merger for Subsidiary Merger: In this type of agreement, the merger takes place between a subsidiary of CNL Financial Corp and New co Merger Co. The purpose is to consolidate the operations and assets of the subsidiary into New co Merger Co, or vice versa. 4. Virginia Amended and Restated Agreement and Plan of Reverse Merger: This agreement deals with a reverse merger, where New co Merger Co becomes the controlling entity, acquiring CNL Financial Corp's assets and operations. By understanding the various types of Virginia Amended and Restated Agreement and Plan of Mergers between CNL Financial Corp and New co Merger Co, it becomes easier for stakeholders, regulators, and legal professionals to comprehend the specific terms, conditions, and implications for each type of merger that takes place within the state of Virginia.

The Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding agreement that outlines the terms and conditions of a merger between the two entities. This document is specific to mergers taking place in the state of Virginia. Keywords: Virginia, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, entities, terms and conditions. There may be different types of Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which could include: 1. Virginia Amended and Restated Agreement and Plan of Merger for Acquiring Assets: This type of agreement focuses on the acquisition of assets by CNL Financial Corp from New co Merger Co, resulting in the consolidation and integration of these assets into the CNL Financial Corp entity. 2. Virginia Amended and Restated Agreement and Plan of Merger for Stock Merger: This agreement involves the merger of the stock of both CNL Financial Corp and New co Merger Co, resulting in a combined entity with shared stockholders. 3. Virginia Amended and Restated Agreement and Plan of Merger for Subsidiary Merger: In this type of agreement, the merger takes place between a subsidiary of CNL Financial Corp and New co Merger Co. The purpose is to consolidate the operations and assets of the subsidiary into New co Merger Co, or vice versa. 4. Virginia Amended and Restated Agreement and Plan of Reverse Merger: This agreement deals with a reverse merger, where New co Merger Co becomes the controlling entity, acquiring CNL Financial Corp's assets and operations. By understanding the various types of Virginia Amended and Restated Agreement and Plan of Mergers between CNL Financial Corp and New co Merger Co, it becomes easier for stakeholders, regulators, and legal professionals to comprehend the specific terms, conditions, and implications for each type of merger that takes place within the state of Virginia.