Washington 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 Washington 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 for the merger between these two entities. This agreement is specifically applicable in the state of Washington and governs the merger process. In this agreement, CNL Financial Corp and New co Merger Co agree to combine their resources, operations, and assets to form a single entity. The purpose is generally to increase efficiency, enhance market presence, and create synergies between the two companies. Keywords: Washington, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, terms and conditions, merger process, resources, operations, assets, efficiency, market presence, synergies. Different types of Washington Amended and Restated Agreement and Plan of Merger may include: 1. Washington Amended and Restated Agreement and Plan of Merger with Financial Institutions: This type of agreement is specific to mergers between financial institutions based in Washington state, such as banks, credit unions, or investment firms. It may include additional clauses and considerations related to the regulatory requirements and industry-specific guidelines. 2. Washington Amended and Restated Agreement and Plan of Merger for Technology Companies: This variation focuses on mergers between technology companies operating in Washington. It may address intellectual property rights, technology transfer, data privacy, and other industry-specific aspects relevant to the technology sector. 3. Washington Amended and Restated Agreement and Plan of Merger for Real Estate Companies: This type of agreement applies to mergers involving real estate companies in Washington. It may include provisions related to property transfers, lease agreements, zoning regulations, and other real estate-specific considerations. These variations may have specific provisions and clauses tailored to the nature of the merged entities, ensuring compliance with relevant laws and regulations concerning the respective industry.