Orange 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: Orange
• 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 Orange California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding contract that outlines the terms and conditions of a merger transaction between the two entities. This agreement is specific to Orange, California and is designed to facilitate the combination of CNL Financial Corp and New co Merger Co. Keywords: Orange California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger transaction, terms and conditions, legally binding contract, combination. There may be different variations or types of Orange California Amended and Restated Agreement and Plan of Merger agreements between CNL Financial Corp and New co Merger Co, which can be categorized based on different aspects such as: 1. Agreement Date: Each amended and restated agreement may have a unique agreement date, representing the specific date when the agreement was finalized or amended. 2. Terms and Conditions: Different agreements may outline specific terms and conditions chosen by the parties involved. These terms may include the merger ratio, treatment of commitments and liabilities, termination provisions, representations and warranties, and other specific details. 3. Amendments: As the name suggests, amended and restated agreements can go through several revisions or amendments. Agreements may differ in terms of the number of amendments made and the specific changes implemented. 4. Merger Structure: Depending on the nature of the merger, agreements can vary in terms of the merger structure chosen. For instance, it could be a stock-for-stock merger, cash-for-stock merger, or a combination of both. 5. Shareholder Approvals: The agreements might differ in terms of the required approval from the respective companies' shareholders. Some agreements may require a simple majority vote, while others may necessitate a super majority vote for approval. It is important to note that the specific variations and additional types of Orange California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may depend on the unique circumstances and negotiations associated with each merger transaction.

The Orange California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding contract that outlines the terms and conditions of a merger transaction between the two entities. This agreement is specific to Orange, California and is designed to facilitate the combination of CNL Financial Corp and New co Merger Co. Keywords: Orange California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger transaction, terms and conditions, legally binding contract, combination. There may be different variations or types of Orange California Amended and Restated Agreement and Plan of Merger agreements between CNL Financial Corp and New co Merger Co, which can be categorized based on different aspects such as: 1. Agreement Date: Each amended and restated agreement may have a unique agreement date, representing the specific date when the agreement was finalized or amended. 2. Terms and Conditions: Different agreements may outline specific terms and conditions chosen by the parties involved. These terms may include the merger ratio, treatment of commitments and liabilities, termination provisions, representations and warranties, and other specific details. 3. Amendments: As the name suggests, amended and restated agreements can go through several revisions or amendments. Agreements may differ in terms of the number of amendments made and the specific changes implemented. 4. Merger Structure: Depending on the nature of the merger, agreements can vary in terms of the merger structure chosen. For instance, it could be a stock-for-stock merger, cash-for-stock merger, or a combination of both. 5. Shareholder Approvals: The agreements might differ in terms of the required approval from the respective companies' shareholders. Some agreements may require a simple majority vote, while others may necessitate a super majority vote for approval. It is important to note that the specific variations and additional types of Orange California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may depend on the unique circumstances and negotiations associated with each merger transaction.