Connecticut 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

Connecticut Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co: The Connecticut 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 the merger between the two entities. This agreement serves as a blueprint for the consolidation of CNL Financial Corp and New co Merger Co, ensuring a smooth transition and efficient integration of their operations. Keywords: Connecticut, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co. In addition to the main agreement, there may be different types of Connecticut Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on specific circumstances and considerations. Some possible variations could include: 1. Connecticut Amended and Restated Agreement and Plan of Merger — Stock-for-Stock Transaction: This type of agreement is applicable when the merger involves an exchange of stock between CNL Financial Corp and New co Merger Co. 2. Connecticut Amended and Restated Agreement and Plan of Merger — Cash-and-Stock Transaction: This variation pertains to a merger where a combination of cash and stock is utilized as the consideration for the transaction. 3. Connecticut Amended and Restated Agreement and Plan of Merger — Horizontal Merger: In the case of a horizontal merger between CNL Financial Corp and New co Merger Co, this agreement would outline the specifics of combining two companies operating within the same industry or market. 4. Connecticut Amended and Restated Agreement and Plan of Merger — Vertical Merger: If the merger involves CNL Financial Corp and New co Merger Co operating at different stages of the supply or production chain, a vertical merger variation of the agreement would be necessary to address the unique considerations of such consolidation. These are just a few examples of potential variations of the Connecticut Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co. The specific type and contents of the agreement will depend on the nature of the merger and the specific requirements of the parties involved.