Bexar Texas 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: Bexar
• 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 Bexar Texas Amended and Restated Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of merging two entities, namely CNL Financial Corp and New co Merger Co. This agreement sets forth the specific details of the merger, including the rights, responsibilities, and obligations of each party involved. It encompasses various critical aspects such as financial arrangements, governance structure, management changes, and post-merger integration. Keywords: Bexar Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, documents, terms and conditions, merging entities, rights, responsibilities, obligations, financial arrangements, governance structure, management changes, post-merger integration. Different Types of Bexar Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Original Agreement: This refers to the initial agreement between CNL Financial Corp and New co Merger Co, outlining the terms of the proposed merger. It may be amended and restated due to changes in circumstances or negotiations. 2. Amended Agreement: This refers to a modified version of the original agreement, where certain terms and conditions have been altered or updated to reflect new developments, such as changes in ownership structure or regulatory requirements. 3. Restated Agreement: This signifies an agreement that consolidates the provisions of the original agreement and subsequent amendments into a single, comprehensive document. This ensures clarity and eliminates any confusion arising from multiple versions of the agreement. 4. Plan of Merger: The plan of merger details the specific steps and procedures involved in the merger process. It includes information about organizational changes, integration strategies, and the timeline for implementing the merger. 5. Bexar Texas Specific: This highlights that the agreement is governed by the laws and regulations of Bexar County, Texas, ensuring that the merger adheres to the legal framework of the jurisdiction. Overall, the Bexar Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co serves as a comprehensive and legally binding document that establishes the terms and conditions for the merging entities, ensuring a smooth and successful merger process.

The Bexar Texas Amended and Restated Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions of merging two entities, namely CNL Financial Corp and New co Merger Co. This agreement sets forth the specific details of the merger, including the rights, responsibilities, and obligations of each party involved. It encompasses various critical aspects such as financial arrangements, governance structure, management changes, and post-merger integration. Keywords: Bexar Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, documents, terms and conditions, merging entities, rights, responsibilities, obligations, financial arrangements, governance structure, management changes, post-merger integration. Different Types of Bexar Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: 1. Original Agreement: This refers to the initial agreement between CNL Financial Corp and New co Merger Co, outlining the terms of the proposed merger. It may be amended and restated due to changes in circumstances or negotiations. 2. Amended Agreement: This refers to a modified version of the original agreement, where certain terms and conditions have been altered or updated to reflect new developments, such as changes in ownership structure or regulatory requirements. 3. Restated Agreement: This signifies an agreement that consolidates the provisions of the original agreement and subsequent amendments into a single, comprehensive document. This ensures clarity and eliminates any confusion arising from multiple versions of the agreement. 4. Plan of Merger: The plan of merger details the specific steps and procedures involved in the merger process. It includes information about organizational changes, integration strategies, and the timeline for implementing the merger. 5. Bexar Texas Specific: This highlights that the agreement is governed by the laws and regulations of Bexar County, Texas, ensuring that the merger adheres to the legal framework of the jurisdiction. Overall, the Bexar Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co serves as a comprehensive and legally binding document that establishes the terms and conditions for the merging entities, ensuring a smooth and successful merger process.