Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

State:
Multi-State
County:
Harris
Control #:
US-CC-12-2089
Format:
Word; 
Rich Text
Instant download

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 Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between these two entities. This agreement sets forth the rights, obligations, and responsibilities of both parties involved in the merger. Keywords: Harris Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. The Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may have different types, depending on the specific details of the merger. Some potential types of this agreement might include: 1. Stock Merger Agreement: This type of agreement involves the exchange of CNL Financial Corp's stock with the stock of New co Merger Co, resulting in the consolidation of the two companies. 2. Asset Purchase Agreement: In this type of agreement, CNL Financial Corp agrees to sell or transfer certain assets to New co Merger Co, who will then assume ownership and control of those assets. 3. Cash Merger Agreement: This agreement involves New co Merger Co acquiring CNL Financial Corp through a cash transaction, wherein New co Merger Co pays a specified amount to CNL Financial Corp shareholders in exchange for their shares. 4. Reverse Merger Agreement: In a reverse merger, New co Merger Co is the acquiring company, and CNL Financial Corp becomes a subsidiary of New co Merger Co. This type of agreement might be used when CNL Financial Corp has a higher valuation or strategic value than New co Merger Co. 5. Merger of Equals Agreement: This type of agreement is applicable when both CNL Financial Corp and New co Merger Co are of similar size, value, and importance. It outlines the terms of a merger where both entities come together as equal partners, combining their resources and operations. It is important to note that the specific details and types of the Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would depend on the intentions, needs, and objectives of the companies involved.

The Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between these two entities. This agreement sets forth the rights, obligations, and responsibilities of both parties involved in the merger. Keywords: Harris Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. The Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may have different types, depending on the specific details of the merger. Some potential types of this agreement might include: 1. Stock Merger Agreement: This type of agreement involves the exchange of CNL Financial Corp's stock with the stock of New co Merger Co, resulting in the consolidation of the two companies. 2. Asset Purchase Agreement: In this type of agreement, CNL Financial Corp agrees to sell or transfer certain assets to New co Merger Co, who will then assume ownership and control of those assets. 3. Cash Merger Agreement: This agreement involves New co Merger Co acquiring CNL Financial Corp through a cash transaction, wherein New co Merger Co pays a specified amount to CNL Financial Corp shareholders in exchange for their shares. 4. Reverse Merger Agreement: In a reverse merger, New co Merger Co is the acquiring company, and CNL Financial Corp becomes a subsidiary of New co Merger Co. This type of agreement might be used when CNL Financial Corp has a higher valuation or strategic value than New co Merger Co. 5. Merger of Equals Agreement: This type of agreement is applicable when both CNL Financial Corp and New co Merger Co are of similar size, value, and importance. It outlines the terms of a merger where both entities come together as equal partners, combining their resources and operations. It is important to note that the specific details and types of the Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would depend on the intentions, needs, and objectives of the companies involved.

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Harris Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co