Wyoming 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 Keywords: Wyoming Amended and Restated Agreement and Plan of Merger, CNL Financial Corp, New co Merger Co Description: The Wyoming Amended and Restated Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of the merger between CNL Financial Corp and New co Merger Co. This agreement serves as a blueprint for the entire merger process, ensuring a smooth transition and clear understanding of the rights and responsibilities of each party involved. This Agreement and Plan of Merger is specifically tailored to comply with Wyoming state laws and regulations. It is designed to protect the interests of both CNL Financial Corp and New co Merger Co, while maximizing the potential for success in the joint venture. The agreement contains detailed provisions covering various aspects of the merger, including but not limited to: 1. Purpose and Structure: It provides a clear outline of the purpose, strategies, and structure of the merger, setting the foundation for the combined entity's operations. 2. Shareholders' Rights: The agreement defines the rights and benefits of the shareholders of both CNL Financial Corp and New co Merger Co, taking into account their respective ownership stakes. 3. Governance and Management: It establishes the governance structure for the merged entity, including the composition of the board of directors, decision-making processes, and executive management responsibilities. 4. Financial Considerations: The agreement addresses the financial aspects of the merger, such as exchange ratios, valuation methods, and the treatment of assets, liabilities, and capital. 5. Employee Matters: It outlines the treatment of employees, including their rights, benefits, and potential restructuring or consolidation of workforce post-merger. 6. Conditions to Closing: The agreement specifies the conditions that must be fulfilled before the merger can be completed, such as regulatory approvals, shareholder consent, and compliance with applicable laws. 7. Termination and Damages: It defines the circumstances under which either party may terminate the agreement, as well as the provisions for any potential damages or remedies in case of breach. It's worth noting that there might be different versions or amendments to the Wyoming Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These versions could be created to update or modify certain terms and conditions, or to reflect changes in the business landscape or regulatory requirements. However, the core purpose of all such agreements remains to facilitate the merger process and protect the interests of the involved parties.

Keywords: Wyoming Amended and Restated Agreement and Plan of Merger, CNL Financial Corp, New co Merger Co Description: The Wyoming Amended and Restated Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of the merger between CNL Financial Corp and New co Merger Co. This agreement serves as a blueprint for the entire merger process, ensuring a smooth transition and clear understanding of the rights and responsibilities of each party involved. This Agreement and Plan of Merger is specifically tailored to comply with Wyoming state laws and regulations. It is designed to protect the interests of both CNL Financial Corp and New co Merger Co, while maximizing the potential for success in the joint venture. The agreement contains detailed provisions covering various aspects of the merger, including but not limited to: 1. Purpose and Structure: It provides a clear outline of the purpose, strategies, and structure of the merger, setting the foundation for the combined entity's operations. 2. Shareholders' Rights: The agreement defines the rights and benefits of the shareholders of both CNL Financial Corp and New co Merger Co, taking into account their respective ownership stakes. 3. Governance and Management: It establishes the governance structure for the merged entity, including the composition of the board of directors, decision-making processes, and executive management responsibilities. 4. Financial Considerations: The agreement addresses the financial aspects of the merger, such as exchange ratios, valuation methods, and the treatment of assets, liabilities, and capital. 5. Employee Matters: It outlines the treatment of employees, including their rights, benefits, and potential restructuring or consolidation of workforce post-merger. 6. Conditions to Closing: The agreement specifies the conditions that must be fulfilled before the merger can be completed, such as regulatory approvals, shareholder consent, and compliance with applicable laws. 7. Termination and Damages: It defines the circumstances under which either party may terminate the agreement, as well as the provisions for any potential damages or remedies in case of breach. It's worth noting that there might be different versions or amendments to the Wyoming Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These versions could be created to update or modify certain terms and conditions, or to reflect changes in the business landscape or regulatory requirements. However, the core purpose of all such agreements remains to facilitate the merger process and protect the interests of the involved parties.