Contra Costa California 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: Contra Costa
• 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 Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between two entities. It primarily pertains to the business operations and corporate activities taking place in Contra Costa County, California. The agreement aims to detail the process, rights, and obligations of both CNL Financial Corp and New co Merger Co throughout the merger transaction. It includes provisions related to corporate governance, stockholders' rights, financial obligations, intellectual property, operational management, and dispute resolution. Keywords related to the Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Merger: The integration of two or more companies into a single entity. 2. CNL Financial Corp: The corporate entity involved in the merger transaction. 3. New co Merger Co: The other corporate entity involved in the merger transaction. 4. Contra Costa County: The geographical location where the merger is taking place. 5. Amended and Restated: Indicates that the agreement has been revised and updated from its original version. 6. Agreement: Refers to the legally binding contract that outlines the terms and conditions of the merger. 7. Plan of Merger: The strategic roadmap for combining the operations and resources of both companies. 8. Corporate Governance: The system of rules, practices, and processes by which a company is directed and controlled. 9. Stockholders: Individuals or entities who own shares or stocks in the merging companies. 10. Financial Obligations: The financial responsibilities and commitments of both companies during and after the merger. 11. Intellectual Property: Refers to the ownership rights associated with intangible assets, such as patents, copyrights, and trademarks. 12. Operational Management: The procedures and practices involved in running the merged entity. 13. Dispute Resolution: The methods for resolving any conflicts or disagreements that may arise during or after the merger. Variations of the Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include different versions or amendments to the original agreement, which might be labeled as "Amendment No. 1," "Second Amended and Restated," or "Supplemental Agreement," depending on the specific changes made to the original document.

The Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between two entities. It primarily pertains to the business operations and corporate activities taking place in Contra Costa County, California. The agreement aims to detail the process, rights, and obligations of both CNL Financial Corp and New co Merger Co throughout the merger transaction. It includes provisions related to corporate governance, stockholders' rights, financial obligations, intellectual property, operational management, and dispute resolution. Keywords related to the Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Merger: The integration of two or more companies into a single entity. 2. CNL Financial Corp: The corporate entity involved in the merger transaction. 3. New co Merger Co: The other corporate entity involved in the merger transaction. 4. Contra Costa County: The geographical location where the merger is taking place. 5. Amended and Restated: Indicates that the agreement has been revised and updated from its original version. 6. Agreement: Refers to the legally binding contract that outlines the terms and conditions of the merger. 7. Plan of Merger: The strategic roadmap for combining the operations and resources of both companies. 8. Corporate Governance: The system of rules, practices, and processes by which a company is directed and controlled. 9. Stockholders: Individuals or entities who own shares or stocks in the merging companies. 10. Financial Obligations: The financial responsibilities and commitments of both companies during and after the merger. 11. Intellectual Property: Refers to the ownership rights associated with intangible assets, such as patents, copyrights, and trademarks. 12. Operational Management: The procedures and practices involved in running the merged entity. 13. Dispute Resolution: The methods for resolving any conflicts or disagreements that may arise during or after the merger. Variations of the Contra Costa California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include different versions or amendments to the original agreement, which might be labeled as "Amendment No. 1," "Second Amended and Restated," or "Supplemental Agreement," depending on the specific changes made to the original document.