Alaska Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• 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 Alaska 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 these two entities. This agreement serves as a binding contract that governs the rights and obligations of both parties involved in the merger process. Keywords: Alaska, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co Types of Alaska Amended and Restated Agreement and Plan of Merger: 1. Primary Merger Agreement: This refers to the initial agreement between CNL Financial Corp and New co Merger Co that outlines the fundamental terms and conditions of the merger. It covers aspects such as the exchange ratio, consideration offered to the shareholders of both companies, and any contingencies or conditions that must be met prior to completion of the merger. 2. Supplemental Agreement: Sometimes, during the merger process, there might arise a need to modify or amend certain terms and conditions mentioned in the primary merger agreement. In such cases, a supplemental agreement is created that sets out the changes or additions to the original terms. This ensures that any new developments or agreements are properly recorded and legally binding. 3. Termination Agreement: In some instances, unforeseen circumstances or changing market conditions may result in the termination of the merger between CNL Financial Corp and New co Merger Co. A termination agreement details the conditions and procedures under which either party can back out of the merger without facing legal consequences. 4. Extension Agreement: If both parties require additional time to fulfill certain obligations or complete necessary steps before finalizing the merger, an extension agreement may be drafted. This agreement provides a formal extension of the original timeline mentioned in the primary merger agreement and ensures that both parties agree upon the revised deadline. Overall, the Alaska Amended and Restated Agreement and Plan of Merger is a comprehensive legal document that governs the merger process between CNL Financial Corp and New co Merger Co. It encompasses various types of agreements tailored to address specific situations, ensuring that the merger progresses smoothly while protecting the rights and interests of all involved parties.