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
Colorado Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
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FAQ
A surviving company is the entity that gains control of all net assets and operations after a business combination has been completed. The surviving company could be one of the entities originally entering into the business combination, or it could be an entirely new entity.
Surviving entity means the entity that will remain in existence after the merger is complete. Domestic entity means an entity that is formed under the laws of Colorado.
Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs. Unlike mergers, acquisitions do not result in the formation of a new company.
A merger is a combination of two or more business entities in which the assets and liabilities of all the entities are transferred to one, which continues in existence, while all the others cease to exist.
When a corporation acquires all or substantially all of the assets (as opposed to stock) of another corporation by direct purchase, the purchasing (or acquiring) corporation simply extends its ownership and control over the additional assets.
A "Merger Sub" is the term given in M&A documents of a new shell company formed by the Acquirer solely to complete its acquisition of a target company.