Santa Clara 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
• County: Santa Clara
• 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 Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between the two companies. This agreement aims to combine the assets, operations, and shareholders of CNL Financial Corp and New co Merger Co, resulting in a unified entity. Keywords: Santa Clara California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, assets, operations, shareholders, unified entity. Different types of Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Standard Terms and Conditions: This type of agreement outlines the general provisions, responsibilities, and obligations of both CNL Financial Corp and New co Merger Co. It covers areas such as governance, management structure, rights and obligations of the shareholders, and conditions for the merger. 2. Financial and Operational Details: This type of agreement delves into the financial and operational aspects of the merger. It may include specifics about the valuation of assets and liabilities, transfer of contracts, intellectual property rights, financial reporting obligations, and integration plans for the merging companies. 3. Regulatory Compliance: In certain cases, a Santa Clara California Amended and Restated Agreement and Plan of Merger may have an extra focus on regulatory compliance. This agreement outlines the steps and measures the companies must take to ensure compliance with relevant laws and regulations governing the merger, such as antitrust regulations or industry-specific rules. 4. Shareholder Protection and Governance: This type of agreement emphasizes the protection of shareholders' interests and the new governance structure of the merged entity. It may cover topics such as share conversion, voting rights, dispute resolution mechanisms, and post-merger management composition. 5. Employee Considerations: Some Santa Clara California Amended and Restated Agreement and Plans of Merger include a section specifically addressing the rights, benefits, and employment conditions of the employees affected by the merger. This type of agreement aims to ensure a smooth transition for employees and may cover topics such as retention bonuses, severance packages, or new employment terms. The specific type of Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would depend on the particular circumstances and needs of the companies involved.

The Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between the two companies. This agreement aims to combine the assets, operations, and shareholders of CNL Financial Corp and New co Merger Co, resulting in a unified entity. Keywords: Santa Clara California, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, assets, operations, shareholders, unified entity. Different types of Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Standard Terms and Conditions: This type of agreement outlines the general provisions, responsibilities, and obligations of both CNL Financial Corp and New co Merger Co. It covers areas such as governance, management structure, rights and obligations of the shareholders, and conditions for the merger. 2. Financial and Operational Details: This type of agreement delves into the financial and operational aspects of the merger. It may include specifics about the valuation of assets and liabilities, transfer of contracts, intellectual property rights, financial reporting obligations, and integration plans for the merging companies. 3. Regulatory Compliance: In certain cases, a Santa Clara California Amended and Restated Agreement and Plan of Merger may have an extra focus on regulatory compliance. This agreement outlines the steps and measures the companies must take to ensure compliance with relevant laws and regulations governing the merger, such as antitrust regulations or industry-specific rules. 4. Shareholder Protection and Governance: This type of agreement emphasizes the protection of shareholders' interests and the new governance structure of the merged entity. It may cover topics such as share conversion, voting rights, dispute resolution mechanisms, and post-merger management composition. 5. Employee Considerations: Some Santa Clara California Amended and Restated Agreement and Plans of Merger include a section specifically addressing the rights, benefits, and employment conditions of the employees affected by the merger. This type of agreement aims to ensure a smooth transition for employees and may cover topics such as retention bonuses, severance packages, or new employment terms. The specific type of Santa Clara California Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would depend on the particular circumstances and needs of the companies involved.