Pennsylvania 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 Pennsylvania 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 these two entities. This agreement is specific to Pennsylvania jurisdiction and is intended to provide a comprehensive framework for the merger processes. Keywords: Pennsylvania, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co There may be different types or variations of the Pennsylvania Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co, depending on the specific details and circumstances of the merger. These variations could include: 1. Pennsylvania Amended and Restated Agreement and Plan of Merger — Long Form: This version of the agreement includes comprehensive and detailed provisions, covering various aspects of the merger process such as governance, financial arrangements, employee benefits, intellectual property rights, and dispute resolution. 2. Pennsylvania Amended and Restated Agreement and Plan of Merger — Short Form: A condensed version of the agreement, mainly focusing on the essential terms and conditions of the merger. It may contain the key information regarding the parties, consideration, closing procedures, and any specific obligations or conditions. 3. Pennsylvania Amended and Restated Agreement and Plan of Merger — Financial Focus: This type of agreement specifically emphasizes the financial aspects of the merger, including the purchase price, allocation of assets and liabilities, payment terms, and any potential adjustments or earn-out provisions. 4. Pennsylvania Amended and Restated Agreement and Plan of Merger — Stock-for-Stock: If the merger involves an exchange of stock between CNL Financial Corp and New co Merger Co, this variation of the agreement would outline the terms of the stock swap, such as the ratio of exchange and any applicable shareholder rights. 5. Pennsylvania Amended and Restated Agreement and Plan of Merger — Conditional: In certain cases, mergers may be subject to certain conditions precedent, such as regulatory approvals or obtaining consents from third parties. A conditioned agreement would detail these requirements and specify the actions necessary to satisfy them. It is important to note that the specific names and types of the Pennsylvania Amended and Restated Agreement and Plan of Merger may vary depending on the agreement and the legal terminology utilized by the parties involved.