Indiana 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 Indiana 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 entities. This agreement is specific to the state of Indiana and provides a framework for the consolidation of assets, resources, and operations. Keywords: Indiana Amended and Restated Agreement and Plan of Merger, CNL Financial Corp, New co Merger Co, merger, assets, resources, operations, terms and conditions, legally binding, consolidation. The Indiana Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co can include various types with specific designations. Some possible types are: 1. Indiana Amended and Restated Agreement and Plan of Merger — Shareholders' Approval: This type of agreement outlines the process for obtaining approval from the shareholders of both CNL Financial Corp and New co Merger Co. It details the voting requirements and procedures to ensure that all necessary approvals are met. 2. Indiana Amended and Restated Agreement and Plan of Merger — Valuation and Consideration: This type of agreement focuses on the valuation of the companies involved in the merger and the consideration to be provided to shareholders. It includes methodologies for determining the fair value of the entities, the exchange ratio of shares, and any additional compensation or benefits. 3. Indiana Amended and Restated Agreement and Plan of Merger — Governance and Management: This type of agreement discusses the governance structure and management of the merged entity. It details the composition of the board of directors, executive appointments, and decision-making processes, ensuring a smooth transition and effective post-merger operations. 4. Indiana Amended and Restated Agreement and Plan of Merger — Regulatory Compliance: This type of agreement emphasizes the importance of complying with relevant laws and regulations during the merger process. It outlines the responsibilities of both CNL Financial Corp and New co Merger Co in obtaining necessary approvals and permits from government agencies or regulatory bodies. 5. Indiana Amended and Restated Agreement and Plan of Merger — Employee Matters: This type of agreement addresses the treatment of employees during and after the merger. It covers matters such as employee benefits, severance packages, retention plans, and assimilation into the merged entity's workforce. Overall, the Indiana Amended and Restated Agreement and Plan of Merger is a comprehensive legal document that ensures a smooth and well-structured consolidation process between CNL Financial Corp and New co Merger Co, safeguarding the interests of all stakeholders involved.