Michigan 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 Michigan 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 mergers taking place in the state of Michigan. Key terms and provisions within this agreement include: 1. Parties involved: CNL Financial Corp and New co Merger Co are the primary entities involved in this merger. CNL Financial Corp is typically a leading financial institution, while New co Merger Co may be a subsidiary or newly formed company. 2. Purpose: The agreement clearly states the purpose of the merger, which is to combine the resources, assets, and operations of both companies in order to achieve specific strategic goals and enhance shareholder value. 3. Consideration: The agreement states the consideration (or payment) for the merger. This could be in the form of cash, stock, or a combination of both. The value of the consideration is determined based on negotiations between the parties and is subject to certain conditions. 4. Terms and conditions: The agreement includes various terms and conditions that must be met for the merger to proceed. These may cover legal and regulatory requirements, shareholder approvals, closing conditions, and other relevant factors. 5. Representations and warranties: Both parties make certain representations and warranties to ensure the accuracy and completeness of the information provided during the merger process. This helps to protect the interests of each party involved. 6. Post-merger structure: The agreement may detail the structure of the merged entity, including the composition of the board of directors, executive appointments, and any changes to the corporate governance structure. Additionally, multiple versions of the Michigan Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may exist based on the specific details and negotiations of each merger deal. The different types could be differentiated by a version number or date, indicating revisions or updates made to the original agreement. Keywords: Michigan, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger terms, merger conditions, consideration, representations, warranties, post-merger structure.