Puerto Rico 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 Puerto Rico Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a significant legal document that outlines the terms and conditions of merging two entities within the Puerto Rican jurisdiction. This merger agreement is designed to ensure a smooth transition and integration of CNL Financial Corp and New co Merger Co into a united entity. Keywords: Puerto Rico, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger agreement, terms and conditions, entities, integration, united entity, smooth transition. Different types of Puerto Rico Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co include: 1. Merger Agreement with Acquisition: This type of agreement involves CNL Financial Corp acquiring New co Merger Co through a merger process. It will outline the terms of the acquisition, such as the purchase price, assumed liabilities, and other important details. 2. Merger Agreement with Consolidation: In this type of agreement, both CNL Financial Corp and New co Merger Co merge to form a new entity with a different name. The agreement will determine how the assets, liabilities, and operations of both companies will be combined and restructured. 3. Merger Agreement with Absorption: This agreement involves CNL Financial Corp absorbing New co Merger Co fully. The terms will outline the procedures for transferring the assets, liabilities, contracts, and other relevant aspects of New co Merger Co to CNL Financial Corp. 4. Merger Agreement with Joint Venture: This agreement signifies a partnership between CNL Financial Corp and New co Merger Co to form a jointly owned entity. The agreement will detail the responsibilities, profit-sharing arrangements, and governance structure of the joint venture. It's essential to note that the specific type of Puerto Rico Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co will vary depending on the strategic goals, business models, and preferences of both parties involved.