Fairfax Virginia 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: Fairfax
• 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 Fairfax Virginia 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 these two entities. This agreement aims to combine the resources, assets, and operations of CNL Financial Corp and New co Merger Co into a single, unified entity. As per this agreement, the merger will be carried out following a series of steps, including a thorough evaluation of the financial, legal, and operational aspects of both companies. It specifies the exchange ratio or consideration to be provided to the shareholders of each company, ensuring a fair and equitable distribution of ownership in the newly formed entity. The Fairfax Virginia Amended and Restated Agreement and Plan of Merger also includes various provisions for governance, management, and decision-making within the new entity. It outlines the composition of the board of directors, their powers, and responsibilities, as well as the procedure for appointment and removal of directors. Additionally, this agreement addresses potential legal and financial contingencies that may arise during the merger process. It contains provisions related to tax matters, regulatory compliance, intellectual property rights, confidentiality, and dispute resolution mechanisms, among others. These provisions help ensure that the merger is conducted smoothly and mitigate any potential risks or conflicts. It is worth noting that there can be different types of Fairfax Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These variations may arise due to specific industry considerations, size of involved companies, geographical factors, or other unique circumstances. However, regardless of the specific type, the purpose of these agreements remains the same — to facilitate a merger between CNL Financial Corp and New co Merger Co while safeguarding the interests of all stakeholders involved.

Fairfax Virginia 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 these two entities. This agreement aims to combine the resources, assets, and operations of CNL Financial Corp and New co Merger Co into a single, unified entity. As per this agreement, the merger will be carried out following a series of steps, including a thorough evaluation of the financial, legal, and operational aspects of both companies. It specifies the exchange ratio or consideration to be provided to the shareholders of each company, ensuring a fair and equitable distribution of ownership in the newly formed entity. The Fairfax Virginia Amended and Restated Agreement and Plan of Merger also includes various provisions for governance, management, and decision-making within the new entity. It outlines the composition of the board of directors, their powers, and responsibilities, as well as the procedure for appointment and removal of directors. Additionally, this agreement addresses potential legal and financial contingencies that may arise during the merger process. It contains provisions related to tax matters, regulatory compliance, intellectual property rights, confidentiality, and dispute resolution mechanisms, among others. These provisions help ensure that the merger is conducted smoothly and mitigate any potential risks or conflicts. It is worth noting that there can be different types of Fairfax Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. These variations may arise due to specific industry considerations, size of involved companies, geographical factors, or other unique circumstances. However, regardless of the specific type, the purpose of these agreements remains the same — to facilitate a merger between CNL Financial Corp and New co Merger Co while safeguarding the interests of all stakeholders involved.