Iowa 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 Iowa Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of a merger between the two companies. This agreement governs the transaction and provides a comprehensive framework for the merger process. Keywords: Iowa, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger process, terms and conditions. There may be different types or variations of the Iowa Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on specific circumstances. These variations may include: 1. Iowa Amended and Restated Agreement and Plan of Merger for a Stock Merger: This type of agreement is used when a merger involves the exchange of shares between CNL Financial Corp and New co Merger Co. It governs the terms of stock issuance, valuation, and other related matters. 2. Iowa Amended and Restated Agreement and Plan of Merger for an Asset Merger: In this case, the agreement outlines the transfer of specific assets from CNL Financial Corp to New co Merger Co. It covers the terms of asset valuation, transfer procedures, and legal obligations. 3. Iowa Amended and Restated Agreement and Plan of Merger for a Cash Merger: This type of agreement is relevant when the merger involves the exchange of cash consideration between the two companies. It outlines the terms of the cash transaction, including the purchase price, payment terms, and any other financial considerations. 4. Iowa Amended and Restated Agreement and Plan of Merger for a Reverse Merger: In this scenario, New co Merger Co becomes the acquiring company and merges with CNL Financial Corp. The agreement defines the terms of the reverse merger, including the exchange ratio, shareholder rights, and post-merger governance. Overall, the Iowa Amended and Restated Agreement and Plan of Merger is a significant legal document that ensures a smooth and transparent merger process between CNL Financial Corp and New co Merger Co. It provides clarity and protection for both parties involved, outlining their rights, obligations, and the terms under which the merger will be executed.