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Amended and Restated Agreement and Plan of Merger between CNL...

Hillsborough Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

Name: Hillsborough Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
Brand: US Legal Forms
Rating: 4.88 (284 reviews)

Category:

Corporations - Mergers and Acquisitions

State:

Multi-State

County:

Hillsborough

Control #:

US-CC-12-2089

Format:

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

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FAQ

How to amend and restate a contract Step 1: Collect your contracts. Read your original contract.Step 2: Incorporate each amendment into the original contract.Step 3: Make sure to include a merger clause.Step 4: Execute the restated and amended agreement.

The main purpose of a subsidiary merger is to protect the buyer from the liabilities of the target company.

A "Merger Sub" is the term given in M&A documents of a new shell company formed by the Acquirer solely to complete its acquisition of a target company.

Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.

Once an agreement has expired, you can't revive it. In legal terms, it no longer exists. What you can do, however, is create a new document with a new term. If both parties agree to it, the start of the new term can be backdated so that there is no period of time in which they are not covered by the contract.

Merger Sub. A merger sub, is an acquisition vehicle used by an acquiring firm to purchase a target company in either a forward triangular merger or a reverse triangular merger. A merger sub is the common form of reference for a merger subsidiary in official documents, see example below.

Amending and Restating a Contract When Amendments Become Unwieldy.Review All Existing Documents.Fully Merge All Existing Terms Into the New Contract.Add New Terms.Add an Integration Clause.Finalizing the A&R Agreement.

Amended means that the document has changed that someone has revised the document. Restated means presented in its entirety, as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.

Merger. Typically, creating a subsidiary requires a smaller financial investment than merging with another company. Additionally, when a corporation wants to merge with another company, it requires approval of the stockholders. This is not a requirement in the case of a creating a subsidiary.

The three main types of mergers are horizontal, vertical, and conglomerate.

Hillsborough Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

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How do you amend and restate a contract?

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What is a Merger sub?

When can you amend and restate an agreement?

Can an expired agreement be amended?

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