Minnesota 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 Minnesota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document outlining the terms and conditions of the merger between the two companies. This agreement ensures that both parties agree to the terms set forth and binds them legally to execute the merger according to the stipulated terms. The Minnesota Amended and Restated Agreement and Plan of Merger is specific to the state of Minnesota and complies with its laws and regulations. Keywords: Minnesota, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, terms and conditions, merger, parties, execute, stipulated terms, state of Minnesota, laws, regulations. Different types of Minnesota Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Purchase Agreement and Plan of Merger: This type of agreement refers to the transfer of assets from one entity to another, where CNL Financial Corp acquires specific assets of New co Merger Co as a part of the merger. 2. Stock Purchase Agreement and Plan of Merger: In this type of agreement, CNL Financial Corp acquires the majority or all of the outstanding stock of New co Merger Co, resulting in the merger of the two entities. 3. Merger Agreement with Shareholder Approval: This agreement requires the approval of the shareholders of both CNL Financial Corp and New co Merger Co before the merger can take place. 4. Statutory Merger Agreement: This type of agreement follows the statutory requirements of the state of Minnesota, allowing CNL Financial Corp and New co Merger Co to combine their operations into a single entity under the name specified in the agreement. 5. Reverse Merger Agreement: In this arrangement, New co Merger Co acquires CNL Financial Corp and becomes the surviving entity, resulting in a reverse merger scenario. It is important to note that the specific terms and conditions of each Minnesota Amended and Restated Agreement and Plan of Merger will vary depending on the unique circumstances, intentions, and structure of the merger between CNL Financial Corp and New co Merger Co.