Travis 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
• County: Travis
• 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 Travis Texas Amended and Restated Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between CNL Financial Corp and New co Merger Co. This agreement aims to combine the resources, expertise, and operations of both companies to achieve a mutually beneficial outcome. Keywords: Travis Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, terms and conditions, merger, resources, expertise, operations, mutually beneficial outcome. This agreement is of paramount importance as it provides a comprehensive framework for the merger process. It outlines the rights, obligations, and responsibilities of the parties involved, ensuring a smooth consolidation process while safeguarding the interests of both CNL Financial Corp and New co Merger Co. The Travis Texas Amended and Restated Agreement and Plan of Merger consists of various sections, each addressing different aspects of the merger. Some notable sections may include: 1. Definitions: This section provides a clear understanding of the key terms and phrases used throughout the agreement to ensure precise interpretation and uniformity. 2. Merger Consideration: It specifies the exchange ratio at which the shares of CNL Financial Corp would be converted into shares of New co Merger Co. This section may also outline any cash or non-cash considerations involved in the merger. 3. Representations and Warranties: Both parties make statements about their respective businesses, assets, liabilities, and operations. These representations and warranties serve to assure the accuracy and completeness of the information exchanged during the merger process. 4. Conditions Precedent: These are the conditions that need to be fulfilled before the merger can take place. They might include obtaining necessary regulatory approvals, shareholder consent, or the absence of any material adverse change. 5. Covenants: These are contractual commitments made by the parties to undertake or refrain from certain actions during the merger process. This section ensures that both CNL Financial Corp and New co Merger Co cooperate fully and act in good faith. 6. Termination: This section outlines the circumstances under which the agreement can be terminated, such as a breach of contract, failure to meet conditions precedent, or unanimous consent of the parties. It is important to note that the Travis Texas Amended and Restated Agreement and Plan of Merger may have different versions or subsequent amendments to accommodate changes in circumstances or negotiations between CNL Financial Corp and New co Merger Co. These variations would be labeled accordingly, such as "Travis Texas Amended and Restated Agreement and Plan of Merger — Version 2" or "Travis Texas Amended and Restated Agreement and Plan of Merger — First Amendment." Each version or amendment would address specific updates or modifications to the original agreement. In conclusion, the Travis Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a crucial document that governs the merger process. It covers various aspects, including definitions, merger consideration, representations and warranties, conditions precedent, covenants, and termination. The agreement may also have different versions or amendments to accommodate any changes or negotiations between the parties involved.

Travis Texas Amended and Restated Agreement and Plan of Merger is a legal document that outlines the terms and conditions of the merger between CNL Financial Corp and New co Merger Co. This agreement aims to combine the resources, expertise, and operations of both companies to achieve a mutually beneficial outcome. Keywords: Travis Texas, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, terms and conditions, merger, resources, expertise, operations, mutually beneficial outcome. This agreement is of paramount importance as it provides a comprehensive framework for the merger process. It outlines the rights, obligations, and responsibilities of the parties involved, ensuring a smooth consolidation process while safeguarding the interests of both CNL Financial Corp and New co Merger Co. The Travis Texas Amended and Restated Agreement and Plan of Merger consists of various sections, each addressing different aspects of the merger. Some notable sections may include: 1. Definitions: This section provides a clear understanding of the key terms and phrases used throughout the agreement to ensure precise interpretation and uniformity. 2. Merger Consideration: It specifies the exchange ratio at which the shares of CNL Financial Corp would be converted into shares of New co Merger Co. This section may also outline any cash or non-cash considerations involved in the merger. 3. Representations and Warranties: Both parties make statements about their respective businesses, assets, liabilities, and operations. These representations and warranties serve to assure the accuracy and completeness of the information exchanged during the merger process. 4. Conditions Precedent: These are the conditions that need to be fulfilled before the merger can take place. They might include obtaining necessary regulatory approvals, shareholder consent, or the absence of any material adverse change. 5. Covenants: These are contractual commitments made by the parties to undertake or refrain from certain actions during the merger process. This section ensures that both CNL Financial Corp and New co Merger Co cooperate fully and act in good faith. 6. Termination: This section outlines the circumstances under which the agreement can be terminated, such as a breach of contract, failure to meet conditions precedent, or unanimous consent of the parties. It is important to note that the Travis Texas Amended and Restated Agreement and Plan of Merger may have different versions or subsequent amendments to accommodate changes in circumstances or negotiations between CNL Financial Corp and New co Merger Co. These variations would be labeled accordingly, such as "Travis Texas Amended and Restated Agreement and Plan of Merger — Version 2" or "Travis Texas Amended and Restated Agreement and Plan of Merger — First Amendment." Each version or amendment would address specific updates or modifications to the original agreement. In conclusion, the Travis Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a crucial document that governs the merger process. It covers various aspects, including definitions, merger consideration, representations and warranties, conditions precedent, covenants, and termination. The agreement may also have different versions or amendments to accommodate any changes or negotiations between the parties involved.