New Jersey 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 Jersey 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 a merger between the two companies. This agreement is created in compliance with the specific laws and regulations of New Jersey governing corporate mergers. Keywords: New Jersey, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co The New Jersey Amended and Restated Agreement and Plan of Merger may have different variations depending on the specific details of the merger. Here are a few potential types: 1. New Jersey Amended and Restated Agreement and Plan of Merger — Horizontal Merger: This specific agreement and plan of merger would be relevant when CNL Financial Corp and New co Merger Co are two companies operating in the same industry and are merging to enhance their market position and overall competitiveness. 2. New Jersey Amended and Restated Agreement and Plan of Merger — Vertical Merger: This type of agreement would be appropriate if CNL Financial Corp and New co Merger Co are merging to consolidate their supply chain or expand their operations by combining entities engaged in different stages of the same industry's production or distribution process. 3. New Jersey Amended and Restated Agreement and Plan of Merger — Conglomerate Merger: If CNL Financial Corp and New co Merger Co are merging to diversify their business portfolios and enter into new markets or industries, this agreement type would outline the terms of such a conglomerate merger. 4. New Jersey Amended and Restated Agreement and Plan of Merger — Friendly Merger: This variation of the agreement would be relevant if CNL Financial Corp and New co Merger Co are merging on mutually agreed terms and conditions with a cooperative approach to combine their resources and expertise to achieve mutual benefits. 5. New Jersey Amended and Restated Agreement and Plan of Merger — Hostile Takeover: In the event of a hostile takeover attempt by CNL Financial Corp towards New co Merger Co or vice versa, a specific agreement and plan of merger would be required to outline the terms and conditions of such a forced merger. It is important to note that the specific type of the New Jersey Amended and Restated Agreement and Plan of Merger would depend on the circumstances and objectives of the merger between CNL Financial Corp and New co Merger Co.