Franklin Ohio 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: Franklin
• 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 Franklin Ohio Amended and Restated Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between CNL Financial Corp and New co Merger Co. This agreement governs the process of combining these two entities into a single consolidated company. Keywords: Franklin Ohio, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co The Franklin Ohio Amended and Restated Agreement and Plan of Merger may have different types depending on the specific circumstances of the merger. Some examples are: 1. Franklin Ohio Amended and Restated Agreement and Plan of Merger: This type of agreement would be a standard merger agreement between CNL Financial Corp and New co Merger Co. It would outline the terms and conditions of the merger, including the exchange ratio for the stockholders, the treatment of outstanding securities, and the governance structure of the new entity. 2. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Vertical Merger: This type of agreement would be specific to a vertical merger between CNL Financial Corp and New co Merger Co. It would detail the integration of the two companies' complementary products or services and address any potential antitrust concerns. 3. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Horizontal Merger: This type of agreement would be applicable when CNL Financial Corp and New co Merger Co are direct competitors. It would outline the consolidation of their similar business operations and the elimination of any redundant positions or departments. 4. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Reverse Merger: In the case of a reverse merger, where New co Merger Co acquires CNL Financial Corp, the agreement would be specifically tailored to outline the unique terms and conditions related to this type of merger, such as the implications for the stockholders and the post-merger management structure. In all types of the Franklin Ohio Amended and Restated Agreement and Plan of Merger, it is crucial to consult legal counsel to ensure compliance with all applicable laws and regulations.

The Franklin Ohio Amended and Restated Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between CNL Financial Corp and New co Merger Co. This agreement governs the process of combining these two entities into a single consolidated company. Keywords: Franklin Ohio, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co The Franklin Ohio Amended and Restated Agreement and Plan of Merger may have different types depending on the specific circumstances of the merger. Some examples are: 1. Franklin Ohio Amended and Restated Agreement and Plan of Merger: This type of agreement would be a standard merger agreement between CNL Financial Corp and New co Merger Co. It would outline the terms and conditions of the merger, including the exchange ratio for the stockholders, the treatment of outstanding securities, and the governance structure of the new entity. 2. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Vertical Merger: This type of agreement would be specific to a vertical merger between CNL Financial Corp and New co Merger Co. It would detail the integration of the two companies' complementary products or services and address any potential antitrust concerns. 3. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Horizontal Merger: This type of agreement would be applicable when CNL Financial Corp and New co Merger Co are direct competitors. It would outline the consolidation of their similar business operations and the elimination of any redundant positions or departments. 4. Franklin Ohio Amended and Restated Agreement and Plan of Merger for a Reverse Merger: In the case of a reverse merger, where New co Merger Co acquires CNL Financial Corp, the agreement would be specifically tailored to outline the unique terms and conditions related to this type of merger, such as the implications for the stockholders and the post-merger management structure. In all types of the Franklin Ohio Amended and Restated Agreement and Plan of Merger, it is crucial to consult legal counsel to ensure compliance with all applicable laws and regulations.