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
Texas Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
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FAQ
Acquisitions may lead to employees duplicating each other's duties. When two similar businesses combine, there may be cases where two departments or people do the same activity. This can cause excessive costs on wages. M&A transactions, therefore, often lead to reorganization and job cuts to maximize efficiencies.
Conversions are a single entity transaction, unlike mergers, which involve at least two entities. The entity which wants to change is called the old or converting entity. The new entity is called the converted or resulting entity.
Integration Risk In many cases, integrating the operations of two companies proves to be a much more difficult task in practice than it seemed in theory. This may result in the combined company being unable to reach the desired targets in terms of cost savings from synergies and economies of scale.
The Pros and Cons of Merging With Another Company Helps Avoid Closure. ... Opens Your Company to Better Growth Potential. ... Eliminates Competition. ... Preserves Jobs. ... Gives You Less Control. ... Increases the Potential for Culture Clash. ... Is a Merger the Right Choice for You?
Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs. Unlike mergers, acquisitions do not result in the formation of a new company.
A merger between companies will eliminate competition among them, thus reducing the advertising price of the products. In addition, the reduction in prices will benefit customers and eventually increase sales. Mergers may result in better planning and utilization of financial resources.
Also known as articles of merger. A certificate evidencing the merger of two or more entities into one entity.