Kings New York 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: Kings
• 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 Kings New York 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 the two parties. This agreement is crucial in determining the rights, responsibilities, and obligations of CNL Financial Corp and New co Merger Co in relation to the merger process. Keywords: Kings New York, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. The Kings New York Amended and Restated Agreement and Plan of Merger may have different types or variations based on the specific details and requirements of the merger. Some potential variations include: 1. Stock Merger: This type of agreement involves a merger where the shareholders of CNL Financial Corp receive shares in the New co Merger Co in exchange for their CNL Financial Corp shares. The agreement would specify the share exchange ratio, valuation, and other relevant terms related to the stock merger. 2. Asset Merger: In an asset merger, CNL Financial Corp transfers its assets and liabilities to New co Merger Co, in exchange for cash, stock, or other consideration. This type of agreement would outline the specific assets and liabilities being transferred, the valuation, and the terms of consideration. 3. Statutory Merger: This type of merger involves merging CNL Financial Corp and New co Merger Co into a single surviving entity. The agreement would detail the steps and procedures required to effectuate the statutory merger, including shareholder approvals, regulatory filings, and post-merger governance. 4. Cash-Out Merger: A cash-out merger allows CNL Financial Corp to acquire all outstanding shares of New co Merger Co for cash. This agreement would specify the purchase price per share, any adjustment mechanisms, and the timeline for payment. 5. Reverse Merger: In a reverse merger scenario, New co Merger Co acquires CNL Financial Corp. This agreement would outline the terms of the reverse merger, including any exchange of shares, consideration, and post-merger management structure. It is important to note that the specific terms and provisions of each Kings New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may differ based on the unique circumstances and negotiations between the parties involved.

The Kings New York 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 the two parties. This agreement is crucial in determining the rights, responsibilities, and obligations of CNL Financial Corp and New co Merger Co in relation to the merger process. Keywords: Kings New York, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. The Kings New York Amended and Restated Agreement and Plan of Merger may have different types or variations based on the specific details and requirements of the merger. Some potential variations include: 1. Stock Merger: This type of agreement involves a merger where the shareholders of CNL Financial Corp receive shares in the New co Merger Co in exchange for their CNL Financial Corp shares. The agreement would specify the share exchange ratio, valuation, and other relevant terms related to the stock merger. 2. Asset Merger: In an asset merger, CNL Financial Corp transfers its assets and liabilities to New co Merger Co, in exchange for cash, stock, or other consideration. This type of agreement would outline the specific assets and liabilities being transferred, the valuation, and the terms of consideration. 3. Statutory Merger: This type of merger involves merging CNL Financial Corp and New co Merger Co into a single surviving entity. The agreement would detail the steps and procedures required to effectuate the statutory merger, including shareholder approvals, regulatory filings, and post-merger governance. 4. Cash-Out Merger: A cash-out merger allows CNL Financial Corp to acquire all outstanding shares of New co Merger Co for cash. This agreement would specify the purchase price per share, any adjustment mechanisms, and the timeline for payment. 5. Reverse Merger: In a reverse merger scenario, New co Merger Co acquires CNL Financial Corp. This agreement would outline the terms of the reverse merger, including any exchange of shares, consideration, and post-merger management structure. It is important to note that the specific terms and provisions of each Kings New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may differ based on the unique circumstances and negotiations between the parties involved.