Wake North Carolina 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: Wake
• 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 Wake North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant document governing the merger of these two entities. It outlines the terms and conditions of the merger, clarifying the rights and responsibilities of each party involved. This legal agreement covers various aspects, including the organizational structure, governance, and the operational framework of the merged entity. It lays out timelines, procedures, and formalities necessary to complete the merger successfully. Keywords: Wake North Carolina, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, rights, responsibilities, organizational structure, governance, operational framework, timelines, procedures, formalities. Different types of Wake North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co could include: 1. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Standard Version: This could be the primary agreement, outlining the general terms and conditions of the merger between CNL Financial Corp and New co Merger Co. 2. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Shareholder-Specific Version: This type of agreement would focus on the rights and obligations specific to the shareholders of CNL Financial Corp and New co Merger Co, ensuring their interests are properly addressed. 3. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Regulatory Compliance Version: This particular agreement might detail the additional regulatory requirements that CNL Financial Corp and New co Merger Co must adhere to during the merger process. It would precisely outline the steps necessary to comply with relevant regulations and obtain necessary approvals. 4. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Financial Terms Version: This agreement variant could specifically detail the financial terms of the merger, including the valuation, exchange ratio, payment mechanisms, and any other monetary aspects involved in the transaction. These different types cater to various specific needs and considerations that arise during the merger process, ensuring that all parties involved are adequately protected and informed.

The Wake North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant document governing the merger of these two entities. It outlines the terms and conditions of the merger, clarifying the rights and responsibilities of each party involved. This legal agreement covers various aspects, including the organizational structure, governance, and the operational framework of the merged entity. It lays out timelines, procedures, and formalities necessary to complete the merger successfully. Keywords: Wake North Carolina, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, rights, responsibilities, organizational structure, governance, operational framework, timelines, procedures, formalities. Different types of Wake North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co could include: 1. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Standard Version: This could be the primary agreement, outlining the general terms and conditions of the merger between CNL Financial Corp and New co Merger Co. 2. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Shareholder-Specific Version: This type of agreement would focus on the rights and obligations specific to the shareholders of CNL Financial Corp and New co Merger Co, ensuring their interests are properly addressed. 3. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Regulatory Compliance Version: This particular agreement might detail the additional regulatory requirements that CNL Financial Corp and New co Merger Co must adhere to during the merger process. It would precisely outline the steps necessary to comply with relevant regulations and obtain necessary approvals. 4. Wake North Carolina Amended and Restated Agreement and Plan of Merger — Financial Terms Version: This agreement variant could specifically detail the financial terms of the merger, including the valuation, exchange ratio, payment mechanisms, and any other monetary aspects involved in the transaction. These different types cater to various specific needs and considerations that arise during the merger process, ensuring that all parties involved are adequately protected and informed.