Colorado Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders - Detailed

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1191
• Format: Word; Rich Text

Description

12-1191 12-1191 . . . Stock Exchange Agreement under which a 31% majority stockholder of corporation ("acquired company") will become wholly owned subsidiary of corporation, and all outstanding shares of acquired company common stock will be exchanged for such number of shares of corporation common stock as are equal to sum of (i) number of shares of corporation common stock owned by acquired company on closing date, plus (ii) 0.76 multiplied by number of shares of common stock of unrelated company that is owned by acquired company on closing date, plus (iii) number of shares of corporation common stock that is determined by dividing net tangible book value of acquired company on closing date by net book value per share of corporation as of quarter ended immediately prior to closing date Colorado Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed The Colorado Amended Stock Exchange Agreement is a legally binding contract that outlines the terms and conditions of a stock exchange between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement was specifically designed to address certain modifications and amendments made to the original stock exchange agreement. Under this detailed agreement, SJW Corp, a publicly traded water utility company, has agreed to acquire Roscoe Moss Co, a leading manufacturer of water well screens and casings. The acquisition aims to enhance SJW Corp's portfolio of products and strengthen its presence in the water industry. The agreement highlights the key terms and conditions of the stock exchange, including the number and type of shares to be exchanged, the valuation of Roscoe Moss Co, and the timeline for completion. It also addresses the representation and warranties of both parties, ensuring that all information provided is accurate and complete. Furthermore, this agreement includes provisions related to the transfer of ownership, stockholder rights, and post-closing adjustments. These provisions aim to safeguard the interests of the RMC Shareholders and ensure a smooth transition of ownership. The Colorado Amended Stock Exchange Agreement may have different variations, depending on the specific terms agreed upon by the parties involved. Some potential variations could include: 1. Colorado Amended Stock Exchange Agreement — Preferred Stock Exchange: This variation may apply when the stock exchange involves preferred shares to common shares. It would outline the specific terms, rights, and preferences associated with the preferred shares being exchanged. 2. Colorado Amended Stock Exchange Agreement — Partial Exchange: In some instances, the parties may agree to exchange only a portion of their shares. This variation would govern the partial exchange and outline any additional terms or conditions specific to this arrangement. 3. Colorado Amended Stock Exchange Agreement — Merger Consideration: This variation would apply if the stock exchange agreement is part of a broader merger transaction. It would outline the consideration to be given to shareholders of both companies, and any other provisions relevant to the merger. In conclusion, the Colorado Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and detailed contract that governs the exchange of shares between these entities. It aims to ensure a fair and transparent transaction while protecting the rights and interests of all parties involved.

Colorado Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed The Colorado Amended Stock Exchange Agreement is a legally binding contract that outlines the terms and conditions of a stock exchange between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement was specifically designed to address certain modifications and amendments made to the original stock exchange agreement. Under this detailed agreement, SJW Corp, a publicly traded water utility company, has agreed to acquire Roscoe Moss Co, a leading manufacturer of water well screens and casings. The acquisition aims to enhance SJW Corp's portfolio of products and strengthen its presence in the water industry. The agreement highlights the key terms and conditions of the stock exchange, including the number and type of shares to be exchanged, the valuation of Roscoe Moss Co, and the timeline for completion. It also addresses the representation and warranties of both parties, ensuring that all information provided is accurate and complete. Furthermore, this agreement includes provisions related to the transfer of ownership, stockholder rights, and post-closing adjustments. These provisions aim to safeguard the interests of the RMC Shareholders and ensure a smooth transition of ownership. The Colorado Amended Stock Exchange Agreement may have different variations, depending on the specific terms agreed upon by the parties involved. Some potential variations could include: 1. Colorado Amended Stock Exchange Agreement — Preferred Stock Exchange: This variation may apply when the stock exchange involves preferred shares to common shares. It would outline the specific terms, rights, and preferences associated with the preferred shares being exchanged. 2. Colorado Amended Stock Exchange Agreement — Partial Exchange: In some instances, the parties may agree to exchange only a portion of their shares. This variation would govern the partial exchange and outline any additional terms or conditions specific to this arrangement. 3. Colorado Amended Stock Exchange Agreement — Merger Consideration: This variation would apply if the stock exchange agreement is part of a broader merger transaction. It would outline the consideration to be given to shareholders of both companies, and any other provisions relevant to the merger. In conclusion, the Colorado Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and detailed contract that governs the exchange of shares between these entities. It aims to ensure a fair and transparent transaction while protecting the rights and interests of all parties involved.