Florida 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 Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that outlines the terms and conditions of a merger between these two entities. Here are some relevant keywords and details associated with this agreement: — Merger: The agreement governs the merger, which involves the combination of CNL Financial Corp and New co Merger Co into a single entity. — Amended and Restated: The agreement is an amended version of a previous agreement, incorporating changes and updates to the terms and conditions. — Agreement: It is a legally binding contract that lays out the rights and obligations of both parties involved in the merger. — Plan of Merger: The agreement includes a detailed plan outlining the steps and procedures for the merger, including the timeline, approval processes, and required documents. — Florida: The agreement is specific to the state of Florida, meaning that it must adhere to the relevant laws and regulations of that jurisdiction. — CNL Financial Corp: This is one of the merging parties, and the agreement encompasses their assets, liabilities, and operations. New coco Merger Co: The other merging party, whose assets, liabilities, and operations will amalgamate with CNL Financial Corp. — Disclosure: The agreement may contain provisions regarding the disclosure of information, making sure that both parties have access to the necessary data regarding the merger. — Consideration: It outlines how the merging entities will allocate shares, stocks, or other forms of consideration to shareholders and stakeholders of both CNL Financial Corp and New co Merger Co. — Governing Law: The agreement specifies the laws of Florida that will govern the interpretation, validity, and enforcement of the merger agreement. — Termination Rights: The agreement may outline the circumstances under which either party has the right to terminate the merger process. — Closing Conditions: These conditions specify the requirements that must be met before the merger can be completed, such as obtaining regulatory approvals or shareholder consent. Different types or variations of the Florida Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include specific provisions tailored to different industries, such as real estate mergers, healthcare mergers, or technology company mergers. However, without specific information, these variations cannot be identified or discussed in detail.