Maryland 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 Maryland 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 the two entities. This agreement is specific to the state of Maryland and serves as a binding contract to ensure a smooth transition and consolidation of resources. Keywords: Maryland, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, legal document, terms and conditions, consolidation, resources, binding contract. Different types of Maryland Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Shareholder Agreement: This type of agreement focuses on the rights and obligations of the shareholders of both CNL Financial Corp and New co Merger Co during the merger process. It outlines how the shares will be exchanged, any voting rights, and how profits or losses will be distributed. 2. Asset Purchase Agreement: In this variant, CNL Financial Corp agrees to purchase specific assets from New co Merger Co. The agreement specifies the terms of the acquisition, including the assets involved, payment options, and any post-merger obligations. It aims to protect the interests of both parties while ensuring a fair transfer of assets. 3. Stock Purchase Agreement: This type of agreement involves the acquisition of shares of stock of New co Merger Co by CNL Financial Corp. The agreement contains provisions related to the purchase price, the number of shares exchanged, representations and warranties made by both parties, and any covenants or conditions associated with the transaction. 4. Joint Venture Agreement: This variation focuses on creating a joint venture or partnership between CNL Financial Corp and New co Merger Co. The agreement outlines the responsibilities, contributions, and profit-sharing arrangements between the two entities. It also typically addresses the governance structure and decision-making processes for the joint venture. 5. Merger Agreement with Special Considerations: In certain situations, a merger may require unique provisions, such as special permissions or considerations from regulatory bodies or shareholders. This type of agreement addresses these specific requirements and may include additional clauses and conditions to ensure compliance and address any potential complications. In summary, the Maryland Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document that governs the terms and conditions of a merger between these two entities. Different variations of this agreement exist, tailored to specific circumstances such as shareholder rights, asset purchase, stock purchase, joint venture, and special considerations.