New Hampshire 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 New Hampshire Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legally binding document that outlines the terms and conditions of the merger between these two entities. This agreement is specific to the state of New Hampshire and provides a comprehensive framework for the merger process. Keywords: New Hampshire, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co The New Hampshire Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may have various types, such as: 1. Asset Acquisition Agreement: This type of agreement focuses on the acquisition of specific assets of CNL Financial Corp by New co Merger Co. It outlines the terms and conditions related to the transfer of these assets and any associated liabilities. 2. Stock Purchase Agreement: Under this type of agreement, New co Merger Co acquires the stock of CNL Financial Corp, enabling it to gain control over the entire organization. The agreement defines the purchase price, closing conditions, and other relevant provisions. 3. Merger of Equals Agreement: In cases where CNL Financial Corp and New co Merger Co are of similar size and influence, they might choose to merge as equals. This type of agreement outlines the terms and conditions for the merger, including the exchange ratio of shares and the formation of a new entity. 4. Reverse Merger Agreement: In some instances, CNL Financial Corp may choose to merge with a smaller company, such as New co Merger Co. This is known as a reverse merger, and the agreement will detail the terms and conditions of this transaction, including the conversion of shares and the resulting ownership structure. It is important to note that the specific terms and provisions of the New Hampshire Amended and Restated Agreement and Plan of Merger will vary depending on the circumstances and negotiations between CNL Financial Corp and New co Merger Co.