Pima 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
• County: Pima
• 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 Lima 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 CNL Financial Corp and New co Merger Co in the context of the Lima Arizona region. This agreement is of significant importance as it dictates the objectives, goals, and responsibilities of both parties involved in the merger. The Lima Arizona Amended and Restated Agreement and Plan of Merger is designed to enhance collaboration between CNL Financial Corp and New co Merger Co, with the ultimate aim of combining their resources, expertise, and market presence for mutual growth and success. In this comprehensive agreement, several key aspects are covered, including but not limited to: 1. Merger Structure and Terms: The agreement provides a detailed description of the structure of the merger transaction and the terms under which it will take place. It outlines the financial arrangements, stock issuance, and other considerations agreed upon by both parties. 2. Governance and Management: This section establishes how the merged entity will be governed and managed. It outlines the composition of the board of directors, executive roles, and responsibilities, ensuring a smooth transition and effective decision-making process. 3. Assets and Liabilities: The agreement defines how assets, liabilities, and intellectual property rights will be transferred, allocated, and managed following the merger. It may encompass provisions for the identification, valuation, and division of these elements between the two entities. 4. Employee Matters: This section addresses how employees will be affected by the merger. It may include provisions for employee benefits, retention, severance, or any other relevant terms related to human resources. 5. Regulatory Compliance: The Lima Arizona Amended and Restated Agreement and Plan of Merger ensures compliance with all applicable laws, rules, and regulations governing mergers and acquisitions in the region. It details the steps necessary to obtain required approvals and permissions from government agencies and other concerned parties. It is important to note that there might be variations or different versions of the Lima Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co specific to different regions or subsidiaries. These different versions can be referred to as "Lima Arizona Amended and Restated Agreement and Plan of Merger with [specific subsidiary name]" or "Lima Arizona Amended and Restated Agreement and Plan of Merger for [specific industry/sector]." Each variation would tailor the agreement to meet the specific requirements and circumstances associated with the subsidiary or industry involved.

The Lima 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 CNL Financial Corp and New co Merger Co in the context of the Lima Arizona region. This agreement is of significant importance as it dictates the objectives, goals, and responsibilities of both parties involved in the merger. The Lima Arizona Amended and Restated Agreement and Plan of Merger is designed to enhance collaboration between CNL Financial Corp and New co Merger Co, with the ultimate aim of combining their resources, expertise, and market presence for mutual growth and success. In this comprehensive agreement, several key aspects are covered, including but not limited to: 1. Merger Structure and Terms: The agreement provides a detailed description of the structure of the merger transaction and the terms under which it will take place. It outlines the financial arrangements, stock issuance, and other considerations agreed upon by both parties. 2. Governance and Management: This section establishes how the merged entity will be governed and managed. It outlines the composition of the board of directors, executive roles, and responsibilities, ensuring a smooth transition and effective decision-making process. 3. Assets and Liabilities: The agreement defines how assets, liabilities, and intellectual property rights will be transferred, allocated, and managed following the merger. It may encompass provisions for the identification, valuation, and division of these elements between the two entities. 4. Employee Matters: This section addresses how employees will be affected by the merger. It may include provisions for employee benefits, retention, severance, or any other relevant terms related to human resources. 5. Regulatory Compliance: The Lima Arizona Amended and Restated Agreement and Plan of Merger ensures compliance with all applicable laws, rules, and regulations governing mergers and acquisitions in the region. It details the steps necessary to obtain required approvals and permissions from government agencies and other concerned parties. It is important to note that there might be variations or different versions of the Lima Arizona Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co specific to different regions or subsidiaries. These different versions can be referred to as "Lima Arizona Amended and Restated Agreement and Plan of Merger with [specific subsidiary name]" or "Lima Arizona Amended and Restated Agreement and Plan of Merger for [specific industry/sector]." Each variation would tailor the agreement to meet the specific requirements and circumstances associated with the subsidiary or industry involved.