North Carolina 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 North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document outlining the terms and conditions of a merger between the two companies. This agreement is specific to North Carolina and follows the legal framework and regulations of the state. Keywords: North Carolina, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, companies, terms and conditions, legal framework, regulations, state. There might be different types of North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co depending on various factors, such as: 1. Merger Type: Different types of mergers, such as horizontal merger (between two companies involved in the same industry), vertical merger (between companies operating at different stages of the supply chain), or conglomerate merger (between unrelated companies), may require specific terms and conditions unique to each type. 2. Industry-Specific Agreement: If CNL Financial Corp and New co Merger Co operate in a specific industry, such as finance, real estate, technology, or healthcare, the agreement may include industry-specific clauses, regulations, and considerations. 3. Scale of Merger: The scale of the merger, whether it is a small-scale merger involving a few assets or a large-scale merger involving substantial assets, might lead to variations in the agreement's terms and conditions. 4. Restructuring and Consolidation: Depending on the restructuring and consolidation plans, such as integrating operations, merging teams, streamlining processes, or combining assets, the agreement may have specific provisions related to these activities. 5. Governance and Management: The agreement may outline the new governance structure, management team appointments, decision-making processes, and roles and responsibilities of key personnel in the merged entity. It's important to note that specific types of North Carolina Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co would require further investigation and analysis of the actual agreements involved in each case.