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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• City: Houston
• 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 Houston Texas 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 the merger between the two companies. This agreement serves as a roadmap for how the merger will be executed, outlining the rights and responsibilities of both parties involved. The Houston Texas Amended and Restated Agreement and Plan of Merger is aimed at providing a clear framework for the integration of CNL Financial Corp and New co Merger Co, with a focus on ensuring a smooth transition and maximizing the value for both companies and their stakeholders. This agreement covers various important aspects of the merger, such as the exchange ratio for the stock of each company, the treatment of outstanding stock options, the governance structure of the newly formed entity, and the conditions and procedures for the merger's completion. By entering into this agreement, CNL Financial Corp and New co Merger Co are demonstrating their commitment to aligning their interests and working collaboratively to create a stronger and more competitive entity in the market. The agreement emphasizes transparency and fairness in dealing with shareholders and ensures that their interests are protected during and after the merger. The Houston Texas Amended and Restated Agreement and Plan of Merger may have different types or versions, which could include variations based on specific terms agreed upon by CNL Financial Corp and New co Merger Co. Some possible variations of this agreement might be named as the "Amended and Restated Agreement and Plan of Merger — Version A" and "Amended and Restated Agreement and Plan of Merger — Version B." These different versions could reflect minor changes or modifications in the terms or conditions tailored to meet specific needs or requirements of the merger. Overall, the Houston Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co serves as a crucial document that formalizes the intentions, responsibilities, and expectations of all parties involved in the merger, providing a solid foundation for a successful integration process.

Houston Texas 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 the merger between the two companies. This agreement serves as a roadmap for how the merger will be executed, outlining the rights and responsibilities of both parties involved. The Houston Texas Amended and Restated Agreement and Plan of Merger is aimed at providing a clear framework for the integration of CNL Financial Corp and New co Merger Co, with a focus on ensuring a smooth transition and maximizing the value for both companies and their stakeholders. This agreement covers various important aspects of the merger, such as the exchange ratio for the stock of each company, the treatment of outstanding stock options, the governance structure of the newly formed entity, and the conditions and procedures for the merger's completion. By entering into this agreement, CNL Financial Corp and New co Merger Co are demonstrating their commitment to aligning their interests and working collaboratively to create a stronger and more competitive entity in the market. The agreement emphasizes transparency and fairness in dealing with shareholders and ensures that their interests are protected during and after the merger. The Houston Texas Amended and Restated Agreement and Plan of Merger may have different types or versions, which could include variations based on specific terms agreed upon by CNL Financial Corp and New co Merger Co. Some possible variations of this agreement might be named as the "Amended and Restated Agreement and Plan of Merger — Version A" and "Amended and Restated Agreement and Plan of Merger — Version B." These different versions could reflect minor changes or modifications in the terms or conditions tailored to meet specific needs or requirements of the merger. Overall, the Houston Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co serves as a crucial document that formalizes the intentions, responsibilities, and expectations of all parties involved in the merger, providing a solid foundation for a successful integration process.