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Amended and Restated Agreement and Plan of Merger between CNL...

Palm Beach Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

Name: Palm Beach Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
Brand: US Legal Forms
Rating: 4.88 (284 reviews)

Category:

Corporations - Mergers and Acquisitions

State:

Multi-State

County:

Palm Beach

Control #:

US-CC-12-2089

Format:

Instant download

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

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How to fill out Palm Beach Florida Amended And Restated Agreement And Plan Of Merger Between CNL Financial Corp And Newco Merger Co?

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FAQ

Amending and Restating a Contract When Amendments Become Unwieldy.Review All Existing Documents.Fully Merge All Existing Terms Into the New Contract.Add New Terms.Add an Integration Clause.Finalizing the A&R Agreement.

A contract amendment allows the parties to make a mutually agreed-upon change to an existing contract. An amendment can add to an existing contract, delete from it, or change parts of it. The original contract remains in place, only with some terms altered by way of the amendment.

Amended and Restated What Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.

The investor should get to know the nature of the merger, key information concerning the other company involved, the types of benefits that shareholders are receiving, which company is in control of the deal, and any other relevant financial and non-financial considerations.

Acquisition agreement means the agreement, including a sales agreement, between the seller and purchaser outlining the terms and conditions of the acquisition. Acquisition agreements also include any other agreements, such as options and subsidiary agreements relating to terms of the transaction.

If the company changes owners in whole or in part, it is still the same company and this will not terminate any contracts. If, instead, the company sells its business (which is an asset of the company that it can sell like a car or a building), then the contracts are transferred as part of that sale.

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

A merger agreement definition is a legal contract governing the combination of two companies into a single business entity. Negotiating a Merger Agreement. Price and Consideration. Holdback or Escrow. Representations and Warranties.

The term "amended and restated" is used in corporate law to refer to an agreement or other document that has been amended one or more times in the past and is presented in its entirety (restated) including all amendments to date.

A merger clause is a common provision that is found in many contracts. It makes clear that the written contract is the complete agreement between the parties as to a specific transaction, and any other agreement between the contract parties is superseded by the written contract.

Palm Beach Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

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