King Washington 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: King
• 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 King Washington Amended and Restated Agreement and Plan of Merger is a legal document that governs the merger between CNL Financial Corp and New co Merger Co. This comprehensive agreement outlines the terms and conditions of the merger, laying out the rights, duties, and obligations of both involved parties. The agreement addresses various aspects of the merger, including the exchange of stocks and other consideration, the governance structure of the merged entity, the treatment of existing debts and liabilities, and any post-merger transition agreements. Keywords: King Washington, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, legal document, terms and conditions, rights and obligations, exchange of stocks, consideration, governance structure, debts, liabilities, transition agreements. Different types of King Washington Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. King Washington Amended and Restated Agreement and Plan of Merger — Version 1: This version could outline specific considerations related to the financial transactions and stockholder agreements. 2. King Washington Amended and Restated Agreement and Plan of Merger — Version 2: This version could focus on the legal and regulatory aspects of the merger, including compliance with antitrust laws, environmental regulations, and any necessary approvals from government authorities. 3. King Washington Amended and Restated Agreement and Plan of Merger — Version 3: This version could address the management and employee-related matters, including any changes in leadership, employment contracts, and benefit programs. These different types of agreements may be tailored to address specific circumstances and requirements of CNL Financial Corp and New co Merger Co, ensuring a comprehensive and customized approach to the merger process.

The King Washington Amended and Restated Agreement and Plan of Merger is a legal document that governs the merger between CNL Financial Corp and New co Merger Co. This comprehensive agreement outlines the terms and conditions of the merger, laying out the rights, duties, and obligations of both involved parties. The agreement addresses various aspects of the merger, including the exchange of stocks and other consideration, the governance structure of the merged entity, the treatment of existing debts and liabilities, and any post-merger transition agreements. Keywords: King Washington, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, legal document, terms and conditions, rights and obligations, exchange of stocks, consideration, governance structure, debts, liabilities, transition agreements. Different types of King Washington Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. King Washington Amended and Restated Agreement and Plan of Merger — Version 1: This version could outline specific considerations related to the financial transactions and stockholder agreements. 2. King Washington Amended and Restated Agreement and Plan of Merger — Version 2: This version could focus on the legal and regulatory aspects of the merger, including compliance with antitrust laws, environmental regulations, and any necessary approvals from government authorities. 3. King Washington Amended and Restated Agreement and Plan of Merger — Version 3: This version could address the management and employee-related matters, including any changes in leadership, employment contracts, and benefit programs. These different types of agreements may be tailored to address specific circumstances and requirements of CNL Financial Corp and New co Merger Co, ensuring a comprehensive and customized approach to the merger process.