San Jose 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
• City: San Jose
• 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 San Jose California 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 companies. This agreement aims to combine the resources, expertise, and capabilities of CNL Financial Corp and New co Merger Co in order to achieve strategic business objectives and create a stronger entity. Keywords: San Jose California, Amended and Restated Agreement and Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, combine, resources, expertise, capabilities, strategic business objectives, stronger entity. Different types of San Jose California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Stock-for-Stock Merger Agreement: This type of agreement details the exchange ratio of stocks between CNL Financial Corp and New co Merger Co. It specifies how the stockholders of both companies will receive shares in the merged entity based on the agreed-upon exchange ratio. 2. Cash-for-Stock Merger Agreement: In this type of agreement, CNL Financial Corp agrees to acquire New co Merger Co through a cash payment, while also determining the exchange ratio for the stockholders' shares in the merged company. 3. Assets Acquisition Agreement: This agreement focuses on the acquisition of specific assets of either CNL Financial Corp or New co Merger Co. It outlines which assets will be acquired, the purchase price, and any applicable terms and conditions of the acquisition. 4. Joint Venture Agreement: In certain cases, CNL Financial Corp and New co Merger Co may opt for a joint venture rather than a complete merger. This agreement establishes the terms of their collaboration, including the distribution of resources, decision-making processes, and profit sharing. 5. Merger Implementation Agreement: This type of agreement supplements the overall merger agreement by providing additional details on the implementation process. It addresses operational and transitional matters, employee integration, branding, and other aspects crucial for ensuring a smooth post-merger transition. Regardless of the specific type of agreement, the San Jose California Amended and Restated Agreement and Plan of Merger serves as a critical legal document that governs the merger between CNL Financial Corp and New co Merger Co, safeguarding the interests of both companies and providing a roadmap for their collaborative endeavors.

The San Jose California 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 companies. This agreement aims to combine the resources, expertise, and capabilities of CNL Financial Corp and New co Merger Co in order to achieve strategic business objectives and create a stronger entity. Keywords: San Jose California, Amended and Restated Agreement and Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, combine, resources, expertise, capabilities, strategic business objectives, stronger entity. Different types of San Jose California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Stock-for-Stock Merger Agreement: This type of agreement details the exchange ratio of stocks between CNL Financial Corp and New co Merger Co. It specifies how the stockholders of both companies will receive shares in the merged entity based on the agreed-upon exchange ratio. 2. Cash-for-Stock Merger Agreement: In this type of agreement, CNL Financial Corp agrees to acquire New co Merger Co through a cash payment, while also determining the exchange ratio for the stockholders' shares in the merged company. 3. Assets Acquisition Agreement: This agreement focuses on the acquisition of specific assets of either CNL Financial Corp or New co Merger Co. It outlines which assets will be acquired, the purchase price, and any applicable terms and conditions of the acquisition. 4. Joint Venture Agreement: In certain cases, CNL Financial Corp and New co Merger Co may opt for a joint venture rather than a complete merger. This agreement establishes the terms of their collaboration, including the distribution of resources, decision-making processes, and profit sharing. 5. Merger Implementation Agreement: This type of agreement supplements the overall merger agreement by providing additional details on the implementation process. It addresses operational and transitional matters, employee integration, branding, and other aspects crucial for ensuring a smooth post-merger transition. Regardless of the specific type of agreement, the San Jose California Amended and Restated Agreement and Plan of Merger serves as a critical legal document that governs the merger between CNL Financial Corp and New co Merger Co, safeguarding the interests of both companies and providing a roadmap for their collaborative endeavors.