Mississippi 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 Mississippi Amended and Restated Agreement and Plan of Merger is a legally binding document that outlines the terms and conditions for the merger between CNL Financial Corp and New co Merger Co in the state of Mississippi. This agreement represents a significant milestone in the business consolidation process and provides a comprehensive framework for the merging entities to combine their operations, assets, and resources. Key keywords: Mississippi, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, terms and conditions, consolidation, operations, assets, resources. Types of Mississippi Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Asset Merger: This type of agreement refers to the merger where the assets and liabilities of CNL Financial Corp are merged with New co Merger Co, forming a combined entity with shared ownership and control. 2. Stock Merger: In this agreement, the stocks or shares of CNL Financial Corp are exchanged for stocks or shares of New co Merger Co, resulting in the creation of a consolidated entity with a new ownership structure. 3. Cash Merger: This type of merger involves the payment of cash by New co Merger Co to the shareholders of CNL Financial Corp in exchange for their shares, allowing CNL Financial Corp to be absorbed into New co Merger Co. 4. Merger of Equals: In a merger of equals, CNL Financial Corp and New co Merger Co combine their operations and assets on an equal basis, creating a new entity that is jointly owned and controlled by both companies. 5. Vertical Merger: A vertical merger in the context of the Mississippi Amended and Restated Agreement and Plan of Merger refers to the combination of CNL Financial Corp and New co Merger Co, where one company operates in the upstream or downstream of the other company's supply chain. 6. Horizontal Merger: In a horizontal merger, CNL Financial Corp and New co Merger Co are engaged in similar business activities or operate within the same industry, resulting in a consolidation of their resources, expertise, and market presence. Overall, the Mississippi Amended and Restated Agreement and Plan of Merger underscores the intention of CNL Financial Corp and New co Merger Co to unite their operations and pursue growth opportunities in a mutually beneficial manner, while adhering to the legal requirements and provisions set forth by the state of Mississippi.