District of Columbia Share Exchange Agreement between ZC Acquisition Corp., Zefer Corp. and the stockholders of Zefer Corp.

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9394
• Format: Word; Rich Text

Description

Share Exchange Agreement between ZC Acquisition Corporation, Zefer Corporation and the stockholders of Zefer Corporation regarding acquiring shares from the shareholders in exchange for the shares of common stock dated April 30, 1999. 54 pages. The District of Columbia Share Exchange Agreement is a legally binding contract that details the terms and conditions related to the acquisition of Refer Corp. by ZC Acquisition Corp. It governs the transfer of stock ownership from the existing stockholders of Refer Corp. to ZC Acquisition Corp. Key clauses and provisions within this agreement aim to protect the interests of all parties involved. This merger agreement is a pivotal document as it sets out the rights, obligations, and responsibilities of the acquiring company, ZC Acquisition Corp., and the acquired company, Refer Corp., along with the stockholders of Refer Corp. It ensures a smooth transition and outlines the process for exchange of shares in compliance with the laws and regulations of the District of Columbia. Some significant components covered in the District of Columbia Share Exchange Agreement may include: 1. Parties Involved: The agreement explicitly identifies ZC Acquisition Corp., Refer Corp., and the various stockholders of Refer Corp. who will participate in the share exchange. 2. Consideration: The agreement delineates the nature and quantum of consideration to be provided by ZC Acquisition Corp. to the stockholders of Refer Corp. in exchange for their shares. This consideration may be in the form of cash, stock, or a combination of both, depending on the agreement. 3. Exchange Ratio: In cases where stock ownership is to be exchanged, the agreement establishes the exchange ratio, stipulating the number of shares of ZC Acquisition Corp. to be allocated for each share of Refer Corp. 4. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. make numerous representations and warranties to ensure the accuracy of the information provided, the authenticity of ownership, and the absence of undisclosed liabilities or risks. 5. Conditions Precedent: The agreement outlines the conditions that must be satisfied before the share exchange can proceed, such as regulatory approvals, completion of due diligence, and receipt of any required consents or waivers. 6. Covenants: This section may include various obligations and commitments from the involved parties, such as maintaining the confidentiality of certain information or conducting business as usual until the transaction is finalized. 7. Termination: The agreement details the circumstances under which the deal may be terminated by either party, the consequences of termination, and any associated liabilities. Different types of District of Columbia Share Exchange Agreements may exist based on specific details and circumstances of each transaction. For instance, there may be variations in the consideration offered, exchange ratio, or specific representations and warranties disclosed. However, the core elements mentioned above generally form the basis of any District of Columbia Share Exchange Agreement. It is crucial for all parties to seek legal advice and conduct thorough due diligence while drafting and signing this agreement to ensure compliance with applicable laws and protect their respective rights and interests.

The District of Columbia Share Exchange Agreement is a legally binding contract that details the terms and conditions related to the acquisition of Refer Corp. by ZC Acquisition Corp. It governs the transfer of stock ownership from the existing stockholders of Refer Corp. to ZC Acquisition Corp. Key clauses and provisions within this agreement aim to protect the interests of all parties involved. This merger agreement is a pivotal document as it sets out the rights, obligations, and responsibilities of the acquiring company, ZC Acquisition Corp., and the acquired company, Refer Corp., along with the stockholders of Refer Corp. It ensures a smooth transition and outlines the process for exchange of shares in compliance with the laws and regulations of the District of Columbia. Some significant components covered in the District of Columbia Share Exchange Agreement may include: 1. Parties Involved: The agreement explicitly identifies ZC Acquisition Corp., Refer Corp., and the various stockholders of Refer Corp. who will participate in the share exchange. 2. Consideration: The agreement delineates the nature and quantum of consideration to be provided by ZC Acquisition Corp. to the stockholders of Refer Corp. in exchange for their shares. This consideration may be in the form of cash, stock, or a combination of both, depending on the agreement. 3. Exchange Ratio: In cases where stock ownership is to be exchanged, the agreement establishes the exchange ratio, stipulating the number of shares of ZC Acquisition Corp. to be allocated for each share of Refer Corp. 4. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. make numerous representations and warranties to ensure the accuracy of the information provided, the authenticity of ownership, and the absence of undisclosed liabilities or risks. 5. Conditions Precedent: The agreement outlines the conditions that must be satisfied before the share exchange can proceed, such as regulatory approvals, completion of due diligence, and receipt of any required consents or waivers. 6. Covenants: This section may include various obligations and commitments from the involved parties, such as maintaining the confidentiality of certain information or conducting business as usual until the transaction is finalized. 7. Termination: The agreement details the circumstances under which the deal may be terminated by either party, the consequences of termination, and any associated liabilities. Different types of District of Columbia Share Exchange Agreements may exist based on specific details and circumstances of each transaction. For instance, there may be variations in the consideration offered, exchange ratio, or specific representations and warranties disclosed. However, the core elements mentioned above generally form the basis of any District of Columbia Share Exchange Agreement. It is crucial for all parties to seek legal advice and conduct thorough due diligence while drafting and signing this agreement to ensure compliance with applicable laws and protect their respective rights and interests.