Kansas 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 Kansas 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 under which the merger between the two entities will take place in the state of Kansas. This agreement consists of a comprehensive set of clauses and provisions that aim to protect the interests of both companies and ensure a smooth transition during the merger process. It includes details such as the purpose and structure of the merger, the exchange ratio for the stock of each company, the composition of the new board of directors, and various other matters relevant to the merger. Some key aspects covered in the Kansas Amended and Restated Agreement and Plan of Merger are: 1. Definitions: This section contains the definitions of key terms used throughout the agreement and provides clarity on their interpretation. 2. Merger Consideration: It specifies the exchange ratio at which the stock of CNL Financial Corp will be converted into shares of New co Merger Co, outlining the valuation and terms of the merger. 3. Treatment of Stock Options and Restricted Stock Units: This clause details how stock options, warrants, and restricted stock units held by employees, executives, and other relevant personnel will be treated during and after the merger. 4. Representations and Warranties: Both CNL Financial Corp and New co Merger Co make representations and warranties about their respective companies, including financial statements, legal compliance, and other important aspects of their operations. 5. Covenants and Agreements: This section contains various promises and agreements made by both parties, including restrictions on business activities during the merger process, access to information, and cooperation between the companies. 6. Conditions to the Merger: The agreement outlines the conditions that must be met for the merger to proceed, such as regulatory approvals, shareholder approvals, and any other relevant legal requirements. 7. Termination: This clause describes the circumstances under which either party can terminate the agreement, including breach of contract, failure to obtain necessary approvals, or other significant events that may render the merger impractical or disadvantageous. It's worth noting that the actual content and specific terms of the Kansas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may vary depending on the unique circumstances of the merger. Other types or versions of this agreement may exist, such as a First Amended and Restated Agreement or a Second Amended and Restated Agreement, which reflect subsequent modifications or updates to the original agreement.