Oregon 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 Oregon Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document governing the merger between the two entities. This agreement outlines the terms and conditions that CNL Financial Corp and New co Merger Co have agreed upon to merge their operations, assets, and resources in Oregon. The Oregon Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co aims to facilitate a smooth and efficient merger process while protecting the interests of both parties involved. It includes provisions regarding the structure and mechanics of the merger, as well as the rights and obligations of each party. Keywords: Oregon, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, legal document, merger process, assets, resources, terms and conditions, provisions, rights, obligations. Different types of Oregon Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Oregon Amended and Restated Agreement and Plan of Merger — Stock-for-Stock Transaction: This type of agreement outlines a merger where CNL Financial Corp and New co Merger Co exchange their stocks and combine their shareholder bases. 2. Oregon Amended and Restated Agreement and Plan of Merger — Asset Acquisition: This type of agreement focuses on the transfer and consolidation of specific assets and business operations between CNL Financial Corp and New co Merger Co. 3. Oregon Amended and Restated Agreement and Plan of Merger — Cash Merger: In this type of merger, CNL Financial Corp and New co Merger Co agree on a cash transaction, where one entity acquires the other by paying a predetermined amount in cash. 4. Oregon Amended and Restated Agreement and Plan of Merger — Reverse Merger: This type of agreement involves CNL Financial Corp merging with New co Merger Co, where CNL Financial Corp becomes a subsidiary of New co Merger Co. The ownership structure of the combined entity is typically reorganized in favor of New co Merger Co. It's important to note that the specific details and provisions within these agreements may vary depending on the unique circumstances and requirements of the merger between CNL Financial Corp and New co Merger Co in Oregon.