Delaware 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

Title: A Comprehensive Overview of Delaware Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co Keywords: Delaware Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, types Introduction: The Delaware Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant legal agreement that outlines the terms and conditions for the merger between these two entities. This comprehensive document ensures transparency, legal compliance, and protection for all parties involved in the merger process. Let's explore the various aspects and types of this agreement below. 1. Definition: A Delaware Amended and Restated Agreement and Plan of Merger is a legally binding contract that establishes the terms, conditions, and procedures for the merger of two companies registered in Delaware, namely CNL Financial Corp and New co Merger Co. This agreement aims to align the interests of both companies and secure the rights of shareholders, providing a framework for the smooth transition and consolidation process. 2. Key Components: The Delaware Amended and Restated Agreement and Plan of Merger typically includes the following crucial elements: a. Parties Involved: It identifies the merging entities: CNL Financial Corp as the acquiring company and New co Merger Co as the target company. b. Purpose and Scope: This section outlines the reasons for the merger, such as achieving synergies, expanding market presence, or reducing costs. It clarifies the companies' goals and objectives. c. Consideration: The agreement specifies the financial and non-financial terms of the merger, including the exchange ratio of company shares or the fixed monetary value. d. Representations and Warranties: It encompasses statements and assurances made by both parties regarding their legal capacity, financial stability, and ownership rights. e. Conditions Precedent: This section identifies the necessary actions, requirements, or approvals that must be fulfilled before the merger becomes effective. This may include obtaining regulatory approvals, contractual consents, or shareholder endorsement. f. Governance and Management: The agreement lays out the composition of the board of directors, decision-making processes, and executive roles of the merged entity. g. Termination and Indemnification: In case the merger is terminated or fails to materialize, this section defines the consequences, including the allocation of costs, liabilities, and potential damages. 3. Types of Delaware Amended and Restated Agreement and Plan of Merger: a. Share Exchange Agreement: This type of agreement involves the exchange of shares between two merging companies based on a predetermined ratio or valuation. b. Cash Merger Agreement: In this scenario, one company acquires another for a fixed monetary consideration, which is generally paid to the shareholders of the target company. c. Asset Acquisition Agreement: This type of agreement focuses on the transfer of specific assets, such as intellectual property, licenses, or real estate, rather than an entire company merger. d. Stock Swap Agreement: It entails the exchange of shares between the merging companies' shareholders, allowing them to become stakeholders in the newly formed entity. Conclusion: The Delaware Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co serves as a critical document, ensuring a clear roadmap for a successful merger. By encompassing key components like parties involved, purpose, consideration, conditions precedent, and termination provisions, this agreement provides a solid foundation for the collaboration. Different types of agreements, such as share exchange, cash merger, asset acquisition, and stock swap, cater to various merger scenarios and objectives.