Nassau 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: Nassau
• 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 Nassau 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 surrounding the merger between these two entities. This agreement is specific to the jurisdiction of Nassau County in New York. Keywords: Nassau New York, amended and restated agreement, plan of merger, CNL Financial Corp, New co Merger Co, terms and conditions, jurisdiction. The Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may consist of different types depending on the specific details of the merger. These variations can include: 1. Asset Purchase Agreement: This type of agreement focuses on the transfer of assets from CNL Financial Corp to New co Merger Co as part of the merger process. It outlines the terms of the asset transfer and addresses any liabilities associated with the transferred assets. 2. Stock Purchase Agreement: In this type of agreement, the focus is on the exchange of stocks or shares between the two entities. CNL Financial Corp shareholders may exchange their stock for New co Merger Co shares, resulting in a change in ownership and control. 3. Merger Implementation Agreement: This agreement specifically addresses the implementation process and steps required to complete the merger successfully. It may include details about the timetable, regulatory approvals, shareholder approvals, and other logistical aspects. 4. Voting Agreement: This type of agreement is signed by the shareholders of CNL Financial Corp and New co Merger Co and outlines their commitment to vote in favor of the merger during the respective shareholder meetings. It ensures that there is a consensus among the shareholders to proceed with the merger. 5. Employment Agreement: In case of a merger, an employment agreement may be included in the Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. This agreement addresses any changes in employment terms and conditions for employees of both companies after the merger is completed. It's important to note that the specific types of agreements within the Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may vary based on the unique circumstances and requirements of the merger.

The Nassau 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 surrounding the merger between these two entities. This agreement is specific to the jurisdiction of Nassau County in New York. Keywords: Nassau New York, amended and restated agreement, plan of merger, CNL Financial Corp, New co Merger Co, terms and conditions, jurisdiction. The Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may consist of different types depending on the specific details of the merger. These variations can include: 1. Asset Purchase Agreement: This type of agreement focuses on the transfer of assets from CNL Financial Corp to New co Merger Co as part of the merger process. It outlines the terms of the asset transfer and addresses any liabilities associated with the transferred assets. 2. Stock Purchase Agreement: In this type of agreement, the focus is on the exchange of stocks or shares between the two entities. CNL Financial Corp shareholders may exchange their stock for New co Merger Co shares, resulting in a change in ownership and control. 3. Merger Implementation Agreement: This agreement specifically addresses the implementation process and steps required to complete the merger successfully. It may include details about the timetable, regulatory approvals, shareholder approvals, and other logistical aspects. 4. Voting Agreement: This type of agreement is signed by the shareholders of CNL Financial Corp and New co Merger Co and outlines their commitment to vote in favor of the merger during the respective shareholder meetings. It ensures that there is a consensus among the shareholders to proceed with the merger. 5. Employment Agreement: In case of a merger, an employment agreement may be included in the Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. This agreement addresses any changes in employment terms and conditions for employees of both companies after the merger is completed. It's important to note that the specific types of agreements within the Nassau New York Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may vary based on the unique circumstances and requirements of the merger.