Phoenix Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• City: Phoenix
• 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 Phoenix Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between these two companies. This agreement is significant for companies operating in Phoenix, Arizona and is governed by the laws and regulations of the state. The merger agreement includes various key provisions such as the exchange ratio of shares, the treatment of stock options, the appointment of directors and executives, and the integration of business operations. It also covers the financial aspects of the merger, including the allocation and assumption of liabilities, the determination of purchase price, and the valuation of assets. This merger agreement could be categorized into different types based on the specifics of the deal. Some potential variations could include: 1. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Stock-for-Stock: This type of agreement involves the exchange of shares between CNL Financial Corp and New co Merger Co. The exchange ratio is typically determined to be fair and equitable for both companies' shareholders. 2. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Cash-and-Stock: In this type of agreement, the merger consideration includes a combination of cash and stock. Cash is paid to the shareholders of the target company, while stock is issued to the shareholders of the acquiring company. 3. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Asset Acquisition: This type of agreement focuses on the acquisition of specific assets of the target company instead of a full merger. It defines the assets to be acquired, their valuation, and the terms of the transaction. 4. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Reverse Merger: This type of agreement occurs when the smaller company (New co Merger Co) integrates into the larger company (CNL Financial Corp), creating a new corporate structure. The ownership of the combined company is often divided between the shareholders of both entities. Overall, the Phoenix Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a comprehensive document outlining the merger terms and conditions, ensuring a smooth transition and consolidation of businesses.

The Phoenix Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between these two companies. This agreement is significant for companies operating in Phoenix, Arizona and is governed by the laws and regulations of the state. The merger agreement includes various key provisions such as the exchange ratio of shares, the treatment of stock options, the appointment of directors and executives, and the integration of business operations. It also covers the financial aspects of the merger, including the allocation and assumption of liabilities, the determination of purchase price, and the valuation of assets. This merger agreement could be categorized into different types based on the specifics of the deal. Some potential variations could include: 1. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Stock-for-Stock: This type of agreement involves the exchange of shares between CNL Financial Corp and New co Merger Co. The exchange ratio is typically determined to be fair and equitable for both companies' shareholders. 2. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Cash-and-Stock: In this type of agreement, the merger consideration includes a combination of cash and stock. Cash is paid to the shareholders of the target company, while stock is issued to the shareholders of the acquiring company. 3. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Asset Acquisition: This type of agreement focuses on the acquisition of specific assets of the target company instead of a full merger. It defines the assets to be acquired, their valuation, and the terms of the transaction. 4. Phoenix Arizona Amended and Restated Agreement and Plan of Merger — Reverse Merger: This type of agreement occurs when the smaller company (New co Merger Co) integrates into the larger company (CNL Financial Corp), creating a new corporate structure. The ownership of the combined company is often divided between the shareholders of both entities. Overall, the Phoenix Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a comprehensive document outlining the merger terms and conditions, ensuring a smooth transition and consolidation of businesses.