Massachusetts 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 Massachusetts 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 these two entities. This agreement is specific to Massachusetts and provides a comprehensive framework for the consolidation of assets, liabilities, and operations. Keywords: Massachusetts, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, assets, liabilities, operations. There are different types of Massachusetts Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, including: 1. Asset Acquisition Agreement: This type of agreement focuses on the transfer of specific assets from CNL Financial Corp to New co Merger Co. It outlines the terms and conditions related to the acquisition of specific assets or divisions of the merging entities. 2. Stock Purchase Agreement: In this type of agreement, CNL Financial Corp sells its outstanding stocks to New co Merger Co. It details the terms and conditions of the stock purchase, including the purchase price, closing date, and any contingent considerations. 3. Merger of Equals Agreement: This agreement signifies a merger between CNL Financial Corp and New co Merger Co as equals, resulting in a new entity. It outlines the allocation of ownership, voting rights, board representation, and other governance matters. 4. Dissolution and Liquidation Agreement: This type of agreement is applicable when CNL Financial Corp intends to dissolve and liquidate its assets and liabilities. It specifies the process, timeline, and distribution of proceeds to shareholders and creditors. 5. Spin-Off Agreement: In this agreement, CNL Financial Corp spins off a specific division or business unit to New co Merger Co. It governs the process, terms, conditions, and any financial arrangements associated with the spin-off. Each type of Massachusetts Amended and Restated Agreement and Plan of Merger serves a distinct purpose and caters to specific circumstances of the merger between CNL Financial Corp and New co Merger Co.