Virgin Islands 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 Virgin Islands 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 the two companies. This agreement governs the process of combining their operations and assets to form a new entity. Keywords: Virgin Islands, Amended and Restated Agreement, Plan of Merger, CNL Financial Corp, New co Merger Co, merger, companies, operations, assets, entity. Different types of the Virgin Islands Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include: 1. Initial Agreement: This refers to the original agreement between CNL Financial Corp and New co Merger Co that was later amended and restated to accommodate changes or updates in the merger terms. 2. Amended Agreement: As the name suggests, this type of agreement indicates that the original terms and conditions of the merger have been modified or adjusted to reflect new terms, negotiations, or regulatory requirements. 3. Restated Agreement: A restated agreement is used to consolidate all previous versions of the agreement into one comprehensive document. It replaces all earlier versions but retains the original intent and purpose of the merger. 4. Acquisition Agreement: In some cases, the agreement may be referred to as an acquisition agreement. This indicates that CNL Financial Corp is acquiring New co Merger Co, either through a merger or through the purchase of its shares or assets. 5. Joint Merger Agreement: If the merger involves equal partnership and contribution from both companies, it may be referred to as a joint merger agreement. This emphasizes the collaborative nature of the merger and highlights the equal roles and responsibilities of both companies in the new entity. 6. Cross-Border Merger Agreement: If CNL Financial Corp and New co Merger Co are based in different countries or have a multinational presence, the agreement may be classified as a cross-border merger agreement. This type of agreement takes into account the legal and regulatory requirements of multiple jurisdictions. 7. Termination Agreement: If the merger agreement is terminated before its completion, a termination agreement may be drafted to outline the terms and conditions of termination, including any financial settlements or obligations between the parties involved.