Montana 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 Montana 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 for the merger between the two companies. This agreement is specific to the state of Montana and is designed to comply with the state's regulations and laws pertaining to mergers and acquisitions. The Montana Amended and Restated Agreement and Plan of Merger serves as a comprehensive framework for the transaction, addressing crucial aspects such as the exchange ratio of shares, the treatment of outstanding debt and liabilities, governance structure of the merged entity, and the rights and obligations of both parties involved. This agreement ensures that the merger process is properly executed and legally binding. Keywords: Montana, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, acquisition, legal document, terms and conditions, state regulations, compliance, shares, outstanding debt, liabilities, governance structure, rights and obligations, parties involved. Within the realm of Montana Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, there might be different types of agreements based on the specific nature of the merger or acquisition. Some of these may include: 1. Montana Amended and Restated Agreement and Plan of Merger — Stock-for-Stock: This agreement outlines the terms and conditions of a merger where the consideration for the merger is in the form of shares or stock of the acquiring company. 2. Montana Amended and Restated Agreement and Plan of Merger — Cash-and-Stock: This type of agreement specifies the terms and conditions for a merger where the consideration for the merger is a combination of cash and shares or stock of the acquiring company. 3. Montana Amended and Restated Agreement and Plan of Merger — Asset Acquisition: This agreement focuses on the acquisition of specific assets or divisions of a target company rather than the entire entity itself. It outlines the terms and conditions for transferring selected assets, liabilities, and operations to the acquiring party. 4. Montana Amended and Restated Agreement and Plan of Merger — Joint Venture: In certain cases, two companies may decide to merge their assets and operations to form a new entity, such as a joint venture. This type of agreement establishes the terms and conditions for the creation and governance of the joint venture entity. It's important to note that these variations are hypothetical and should be confirmed in the specific agreement text for accuracy.