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
Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
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How to fill out Amended And Restated Agreement And Plan Of Merger Between CNL Financial Corp And Newco Merger Co?
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The directors of the company need to file an application with the NCLT (National Company Law Tribunal) in form NCLT -1 together with necessary documents. The transferor and transferee company are eligible to file an application in the form of a petition with the NCLT to get the sanction for amalgamation.
Usually, the process involves a larger entity, called a "transferee" company, absorbing one or more smaller "transferor" companies before the creation of the new entity. The terms of an amalgamation are finalized by the board of directors of each company involved.
One company is designated the ?surviving,? and the other the ?disappearing,? corporation. By operation of law, the surviving corporation acquires all of the assets and succeeds to all of the liabilities of the disappearing corporation, and the disappearing corporation ceases to exist as a separate legal entity.
Procedure for Amalgamation A scheme of amalgamation is prepared and submitted for approval to the respective High Court. Approval of the shareholders' of the constituent companies is obtained followed by approval of SEBI. A new company is formed and shares are issued to the shareholders' of the transferor company.
Documents Required for Land Amalgamation: Certified copy of the land title. Copy of quit rent receipt for the current year. Appointment letter of Licensed land surveyor from Land Surveyor Board. Authorized letter from every person or body having a registered interest in the land.
Sec. 76. Plan or merger of consolidation. - Two or more corporations may merge into a single corporation which shall be one of the constituent corporations or may consolidate into a new single corporation which shall be the consolidated corporation.