Los Angeles California 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: Los Angeles
• 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 Los Angeles California 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, conditions, and procedures involved in the merger between these two entities. This contractual agreement is designed to provide a comprehensive framework for the merger process and ensures a smooth transition of ownership and operation. Keywords: Los Angeles California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger process, terms and conditions, legal document, ownership, operation, contractual agreement, smooth transition. Different types of Los Angeles California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger Agreement: This type of agreement specifically focuses on the consolidation of assets involved in the merger. It outlines the assets contributing to the merged entity and the distribution of shares or ownership stakes accordingly. 2. Stock-for-Stock Merger Agreement: In this type of agreement, the merger is achieved by exchanging the stock of one corporation for the stock of another. The document defines the terms of the exchange ratio and the allocation of shares, ensuring fair treatment for both companies' shareholders. 3. Cash Merger Agreement: A cash merger agreement involves one corporation being acquired by another for a predetermined cash amount. This type of agreement states the terms of the cash consideration, the payment schedule, and any other financial arrangements. 4. Triangular Merger Agreement: In a triangular merger, an acquiring company forms a subsidiary that is merged with the target company. Subsequently, the subsidiary is dissolved, and the acquiring company assumes control. This agreement outlines the steps involved in this complex merger structure, preserving the interests and rights of all parties involved. 5. Reverse Merger Agreement: A reverse merger agreement involves a private company acquiring a publicly-traded company, allowing the private company to become a publicly-listed entity without the need for an initial public offering (IPO). This type of agreement outlines the terms of the reverse merger, including the exchange of shares and any financial considerations. These different types of Los Angeles California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co provide flexibility to accommodate various merger scenarios and ensure the specific needs of both companies are addressed.

Los Angeles California 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, conditions, and procedures involved in the merger between these two entities. This contractual agreement is designed to provide a comprehensive framework for the merger process and ensures a smooth transition of ownership and operation. Keywords: Los Angeles California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger process, terms and conditions, legal document, ownership, operation, contractual agreement, smooth transition. Different types of Los Angeles California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger Agreement: This type of agreement specifically focuses on the consolidation of assets involved in the merger. It outlines the assets contributing to the merged entity and the distribution of shares or ownership stakes accordingly. 2. Stock-for-Stock Merger Agreement: In this type of agreement, the merger is achieved by exchanging the stock of one corporation for the stock of another. The document defines the terms of the exchange ratio and the allocation of shares, ensuring fair treatment for both companies' shareholders. 3. Cash Merger Agreement: A cash merger agreement involves one corporation being acquired by another for a predetermined cash amount. This type of agreement states the terms of the cash consideration, the payment schedule, and any other financial arrangements. 4. Triangular Merger Agreement: In a triangular merger, an acquiring company forms a subsidiary that is merged with the target company. Subsequently, the subsidiary is dissolved, and the acquiring company assumes control. This agreement outlines the steps involved in this complex merger structure, preserving the interests and rights of all parties involved. 5. Reverse Merger Agreement: A reverse merger agreement involves a private company acquiring a publicly-traded company, allowing the private company to become a publicly-listed entity without the need for an initial public offering (IPO). This type of agreement outlines the terms of the reverse merger, including the exchange of shares and any financial considerations. These different types of Los Angeles California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co provide flexibility to accommodate various merger scenarios and ensure the specific needs of both companies are addressed.