San Antonio Texas 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: San Antonio
• 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 Title: San Antonio Texas Amended and Restated Agreement and Plan of Merger: A Comprehensive Overview Introduction: The San Antonio Texas 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 the two entities. This detailed description aims to provide insight into the key aspects, significance, and different types of this agreement. I. Key Parties Involved: 1. CNL Financial Corp: A prominent financial corporation based in San Antonio, Texas, with expertise in various sectors such as real estate investment, healthcare, hospitality, and more. 2. New co Merger Co: Another entity involved in the merger, which might be part of CNL Financial Corp or an external company willing to merge and collaborate with CNL Financial Corp. II. Purpose and Objectives: The San Antonio Texas Amended and Restated Agreement and Plan of Merger serves as a framework defining the terms, conditions, and legal obligations involved in the merger process. It is designed to provide a smooth and structured transition, ensure the protection of shareholders' interests, and maximize shareholder value. III. Terms and Provisions: 1. Ownership Structure: Describes the shareholding and capital structure resulting from the merger, including the allocation and exchange of shares. 2. Consideration: Specifies the financial terms of the merger, including the value of consideration offered to shareholders of the merging entities. 3. Governance and Management: Outlines the leadership structure, including the composition and responsibilities of the board of directors and executive management team. 4. Assets and Liabilities: Addresses the treatment of assets, liabilities, debt, and outstanding obligations of both merging entities, ensuring a fair and equitable division. 5. Employee Matters: Covers issues related to employees, such as workforce integration, compensation, benefits, and potential redundancies. 6. Regulatory and Approvals: Describes the necessary filings and approvals required from regulatory authorities and other applicable governing bodies. 7. Termination and Amendment: Outlines the conditions upon which the agreement can be terminated or amended and the associated consequences. 8. Confidentiality: Ensures the confidentiality of sensitive information shared during the merger process. IV. Different Types of San Antonio Texas Amended and Restated Agreement and Plan of Merger: 1. Merger of Equals: A merger in which both CNL Financial Corp and New co Merger Co contribute their assets, liabilities, and personnel to create a new, jointly owned entity. 2. Acquisition: In this scenario, CNL Financial Corp acquires New co Merger Co, giving the latter's shareholders ownership in CNL Financial Corp. 3. Reverse Merger: CNL Financial Corp becomes a subsidiary of New co Merger Co, resulting in a change in ownership and control. Conclusion: The San Antonio Texas Amended and Restated Agreement and Plan of Merger is a crucial document that lays the foundation for a successful merger between CNL Financial Corp and New co Merger Co. Its detailed provisions and terms ensure a structured transition, protect shareholders' interests, and address various aspects of the merging entities. The different types of agreements reflect the flexibility in designing the nature of the merger, based on the objectives and arrangement between the entities involved.

Title: San Antonio Texas Amended and Restated Agreement and Plan of Merger: A Comprehensive Overview Introduction: The San Antonio Texas 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 the two entities. This detailed description aims to provide insight into the key aspects, significance, and different types of this agreement. I. Key Parties Involved: 1. CNL Financial Corp: A prominent financial corporation based in San Antonio, Texas, with expertise in various sectors such as real estate investment, healthcare, hospitality, and more. 2. New co Merger Co: Another entity involved in the merger, which might be part of CNL Financial Corp or an external company willing to merge and collaborate with CNL Financial Corp. II. Purpose and Objectives: The San Antonio Texas Amended and Restated Agreement and Plan of Merger serves as a framework defining the terms, conditions, and legal obligations involved in the merger process. It is designed to provide a smooth and structured transition, ensure the protection of shareholders' interests, and maximize shareholder value. III. Terms and Provisions: 1. Ownership Structure: Describes the shareholding and capital structure resulting from the merger, including the allocation and exchange of shares. 2. Consideration: Specifies the financial terms of the merger, including the value of consideration offered to shareholders of the merging entities. 3. Governance and Management: Outlines the leadership structure, including the composition and responsibilities of the board of directors and executive management team. 4. Assets and Liabilities: Addresses the treatment of assets, liabilities, debt, and outstanding obligations of both merging entities, ensuring a fair and equitable division. 5. Employee Matters: Covers issues related to employees, such as workforce integration, compensation, benefits, and potential redundancies. 6. Regulatory and Approvals: Describes the necessary filings and approvals required from regulatory authorities and other applicable governing bodies. 7. Termination and Amendment: Outlines the conditions upon which the agreement can be terminated or amended and the associated consequences. 8. Confidentiality: Ensures the confidentiality of sensitive information shared during the merger process. IV. Different Types of San Antonio Texas Amended and Restated Agreement and Plan of Merger: 1. Merger of Equals: A merger in which both CNL Financial Corp and New co Merger Co contribute their assets, liabilities, and personnel to create a new, jointly owned entity. 2. Acquisition: In this scenario, CNL Financial Corp acquires New co Merger Co, giving the latter's shareholders ownership in CNL Financial Corp. 3. Reverse Merger: CNL Financial Corp becomes a subsidiary of New co Merger Co, resulting in a change in ownership and control. Conclusion: The San Antonio Texas Amended and Restated Agreement and Plan of Merger is a crucial document that lays the foundation for a successful merger between CNL Financial Corp and New co Merger Co. Its detailed provisions and terms ensure a structured transition, protect shareholders' interests, and address various aspects of the merging entities. The different types of agreements reflect the flexibility in designing the nature of the merger, based on the objectives and arrangement between the entities involved.