Alabama 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 Alabama 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 entities. This agreement describes the process of combining their assets, operations, and business interests to form a unified entity. The details of the merger include the exchange ratio of shares, the treatment of outstanding securities, and the governance structure of the new entity. Keywords: Alabama, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, assets, operations, business interests, exchange ratio, outstanding securities, governance structure. Different types of Alabama Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger Agreement: This type of agreement focuses on the transfer and consolidation of specific assets owned by CNL Financial Corp and New co Merger Co. It outlines the details of how the assets will be valued, assigned, and integrated into the new entity. 2. Stock Merger Agreement: In this agreement, the emphasis is on the exchange of stocks between CNL Financial Corp and New co Merger Co. It specifies the exchange ratio of shares and details how the stockholders would be compensated in the newly formed entity. 3. Subsidiary Merger Agreement: This agreement is employed when CNL Financial Corp or New co Merger Co has a subsidiary company. It details the process of merging the subsidiary into the other party, including the treatment of subsidiary shares and how the subsidiary's operations will be integrated. 4. Reverse Merger Agreement: A reverse merger occurs when New co Merger Co, the smaller or private company, merges with CNL Financial Corp, the larger or public company. The agreement in this case outlines the terms and conditions of the reverse merger, including the transition of shares, management, and governance. 5. Joint Venture Merger Agreement: If CNL Financial Corp and New co Merger Co intend to form a joint venture rather than a full merger, they may establish a Joint Venture Merger Agreement. This type of agreement stipulates the terms of the joint venture, including profit-sharing, decision-making processes, and exit strategies. It is important to note that the specific terms and types of Alabama Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may vary based on the circumstances, intentions, and negotiations of the parties involved.