Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Allegheny
• 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 Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant legal document that outlines the terms and conditions of a merger between these two entities. This merger agreement serves as a comprehensive blueprint for the consolidation, combining their respective businesses, assets, and liabilities into a newly formed and unified company. Keywords: Allegheny Pennsylvania, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, consolidation, businesses, assets, liabilities, unified company. There could potentially be different types of Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which may include: 1. Asset Acquisition Merger Agreement: This type of agreement outlines the transfer of specific assets from one company to another, rather than the entire business. 2. Stock-for-Stock Merger Agreement: This agreement involves the exchange of shares between the merging entities, where the shareholders of one company receive shares in the surviving company. 3. Cash Merger Agreement: In a cash merger, one company acquires the other by paying the shareholders of the target company a specified cash amount per share. 4. Reverse Merger Agreement: This agreement signifies a merger where a private company merges with a publicly traded company to gain access to the public markets without undergoing an initial public offering (IPO). 5. Triangular Merger Agreement: In a triangular merger, a subsidiary of one company is created, which then merges with the target company. The surviving company remains a subsidiary of the acquiring company. It is important to note that the specific type of Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would be mentioned within the document itself, outlining the details and terms that specifically apply to their unique merger transaction.

The Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant legal document that outlines the terms and conditions of a merger between these two entities. This merger agreement serves as a comprehensive blueprint for the consolidation, combining their respective businesses, assets, and liabilities into a newly formed and unified company. Keywords: Allegheny Pennsylvania, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, consolidation, businesses, assets, liabilities, unified company. There could potentially be different types of Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which may include: 1. Asset Acquisition Merger Agreement: This type of agreement outlines the transfer of specific assets from one company to another, rather than the entire business. 2. Stock-for-Stock Merger Agreement: This agreement involves the exchange of shares between the merging entities, where the shareholders of one company receive shares in the surviving company. 3. Cash Merger Agreement: In a cash merger, one company acquires the other by paying the shareholders of the target company a specified cash amount per share. 4. Reverse Merger Agreement: This agreement signifies a merger where a private company merges with a publicly traded company to gain access to the public markets without undergoing an initial public offering (IPO). 5. Triangular Merger Agreement: In a triangular merger, a subsidiary of one company is created, which then merges with the target company. The surviving company remains a subsidiary of the acquiring company. It is important to note that the specific type of Allegheny Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would be mentioned within the document itself, outlining the details and terms that specifically apply to their unique merger transaction.