Guam 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 Guam Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding contractual document outlining the terms and conditions of a merger between the two companies. This agreement, specific to Guam, governs the merger process and provides a comprehensive framework for the consolidation of CNL Financial Corp and New co Merger Co. Keywords: Guam, Amended, Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger process, consolidation. There may be different types or versions of the Guam Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, which include: 1. Initial Agreement: This refers to the original agreement and plan of merger that was initially drafted between CNL Financial Corp and New co Merger Co but has been amended and restated over time to reflect changes in the merger process. 2. Amended Agreement: This refers to a modified version of the initial agreement that has been updated and revised to incorporate changes, adjustments, or additional terms that were agreed upon during the merger process. 3. Restated Agreement: This refers to an agreement that has been restated to provide a clearer or more concise version of the original agreement. It may include rephrased paragraphs or sections without significantly altering the substance of the initial agreement. 4. Specific Merger Plan: In some cases, the Guam Amended and Restated Agreement and Plan of Merger may have variations tailored to meet specific requirements or conditions unique to the merger between CNL Financial Corp and New co Merger Co. These variations could address factors such as governance structure, ownership shares, or regulatory compliance.