New York 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 York 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 of the merger between these two entities. Here are some relevant keywords and a detailed description of this agreement: 1. Agreement and Plan of Merger: This document serves as a comprehensive agreement and plan detailing the merger between CNL Financial Corp (the acquiring company) and New co Merger Co (the target company). 2. Merger: The consolidation of two or more companies into a single entity is known as a merger. In this case, CNL Financial Corp and New co Merger Co are merging to combine their resources, operations, and business interests. 3. Amended and Restated: This term refers to the fact that the agreement has been updated and revised from its original version. It signifies that the parties involved have made changes to the initial agreement to better reflect their intentions and address any necessary modifications. 4. New York: The reference to New York indicates that this Agreement and Plan of Merger is governed by the laws and regulations of the state of New York. It establishes the jurisdiction in which any legal actions or disputes arising from the agreement would be resolved. Types of New York Amended and Restated Agreements and Plans of Merger between CNL Financial Corp and New co Merger Co: 1. New York Amended and Restated Agreement and Plan of Merger — Version 1: This refers to the initial amended and restated agreement as it was first drafted. It outlines the original terms and conditions agreed upon by the companies involved. 2. New York Amended and Restated Agreement and Plan of Merger — Version 2: This signifies a subsequent revision or modification made to the initial agreement. It could address any changes in circumstances, new terms negotiated between the parties, or amendments required due to regulatory or legal requirements. 3. New York Amended and Restated Agreement and Plan of Merger — Final Version: This represents the final, approved version of the agreement after all negotiations, revisions, and amendments have been completed. It is the legally binding document that governs the merger between CNL Financial Corp and New co Merger Co. It's important to note that these are hypothetical variations of the agreement, and the actual document might have different titles or versions, depending on the specifics of the merger and the preferences of the parties involved.