Arkansas 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 Arkansas 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 for the merger between the two companies. This agreement is specific to mergers and acquisitions taking place in the state of Arkansas. This agreement aims to provide a detailed framework for the consolidation of CNL Financial Corp and New co Merger Co, ensuring the smooth transition of assets, operations, and liabilities from one entity to another. It covers various aspects of the merger, including financial terms, corporate governance, intellectual property rights, employee benefits, and much more. The agreement adheres to the legal requirements of the state of Arkansas and aims to protect the interests of both companies and their stakeholders. Keywords: Arkansas Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, acquisition, consolidation, assets, liabilities, corporate governance, intellectual property rights, employee benefits. Different types of Arkansas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include variations specific to the nature of the merger, such as: 1. Stock-for-Stock Merger Agreement: This agreement outlines the terms for a merger where the shareholders of CNL Financial Corp exchange their stock for shares in New co Merger Co. 2. Cash Merger Agreement: This agreement governs a merger where CNL Financial Corp shareholders receive cash compensation in exchange for their shares in the company. 3. Asset Acquisition Agreement: This type of agreement pertains to a merger where New co Merger Co acquires specific assets of CNL Financial Corp, rather than the entire company. 4. Reverse Merger Agreement: In this agreement, CNL Financial Corp takes over New co Merger Co, allowing the latter entity to become a subsidiary or component of CNL Financial Corp. Note: The specific terms and types of agreements mentioned above are hypothetical examples and may not correspond to the actual context and details of the Arkansas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co.