Hawaii 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 Hawaii 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 in the state of Hawaii. This agreement aims to facilitate the combining of resources, business operations, and assets of CNL Financial Corp and New co Merger Co, establishing a consolidated entity. Keywords: Hawaii, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, entities, resources, business operations, assets, consolidated entity. There may be variations or types of the Hawaii Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, such as: 1. Asset Acquisition Agreement: This type of agreement emphasizes the acquisition of specific assets, properties, or divisions of CNL Financial Corp by New co Merger Co, rather than a complete merger of the entities. 2. Stock-for-Stock Merger Agreement: In this type of agreement, the terms primarily focus on the exchange of shares between CNL Financial Corp and New co Merger Co shareholders, resulting in their combined ownership of the merged entity. 3. Cash Merger Agreement: This variation of the agreement entails New co Merger Co providing a cash payment to the CNL Financial Corp shareholders as part of the merger process, either in lieu of or in addition to the stock exchange. 4. Reverse Merger Agreement: The reverse merger agreement highlights a scenario in which CNL Financial Corp is acquiring or merging with New co Merger Co, leading to a change in the ownership structure and management. 5. Joint Venture Agreement: This agreement establishes a collaborative partnership between CNL Financial Corp and New co Merger Co, wherein the two entities combine their resources to undertake a specific project or operation, without the complete merger of all business activities. It is essential to note that the specific type of Hawaii Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would depend on the intentions, goals, and circumstances of the merger between the two companies.