West Virginia 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 West Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co is a legal document outlining the terms and conditions of a merger between these two entities. It serves as a comprehensive agreement that defines the rights, obligations, and responsibilities of each party involved in the merger. This agreement is specific to West Virginia jurisdiction and is tailored according to the state's laws. Key provisions of the West Virginia Amended and Restated Agreement and Plan of Merger include the following: 1. Effective Date: This section specifies the date on which the merger becomes legally effective. 2. Merger Structure: It outlines the structure of the merger, which can include various methods such as stock swap, asset acquisition, or a combination of these strategies. 3. Merger Consideration: The agreement defines the consideration to be received by the shareholders of CNL Financial Corp in exchange for their shares. This can be in the form of cash, stock, or a combination thereof. 4. Voting and Approval: This section highlights the procedures for obtaining the necessary approvals and consents from the shareholders and regulatory authorities. 5. Representations and Warranties: Both CNL Financial Corp and New co Merger Co provide representations and warranties to ensure that they have disclosed all pertinent information regarding their businesses, assets, and liabilities accurately. 6. Conditions Precedent: The agreement outlines specific conditions that must be satisfied before the merger can proceed. This may include obtaining regulatory approvals, shareholder votes, or other contractual obligations. 7. Termination: It defines the circumstances under which either party has the right to terminate the agreement. This can be due to a failure to meet certain conditions or if the merger becomes financially unviable. 8. Governing Law and Jurisdiction: This section specifies that the agreement is governed by West Virginia law and outlines the jurisdiction for any legal proceedings related to the merger. Different types of West Virginia Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and New co Merger Co may include variations specific to the nature of the merger and the entities involved. These may include agreements for mergers in different industries, such as healthcare, technology, or finance, or variations based on the size or complexity of the merger. Additionally, the agreements may be labeled as first amended and restated, second amended and restated, etc., indicating different versions of the original agreement that reflect changes or updates.