Kentucky 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 The Kentucky Amended Stock Exchange Agreement is a legally-binding document that outlines the revised terms and conditions of a stock exchange agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This comprehensive agreement encompasses various aspects of the stock exchange transaction and provides specific details that both parties must adhere to. The amended agreement aims to detail the exchange of stocks between the involved parties, namely SJW Corp, a publicly-traded water utility company, Roscoe Moss Co, a leading manufacturer and distributor of water well components, and RMC Shareholders, the shareholders of Roscoe Moss Co. Key provisions of the Kentucky Amended Stock Exchange Agreement may include clauses regarding the number of shares to be exchanged, the valuation of the shares, as well as any adjustments or amendments made to the original agreement. Furthermore, it may encompass the settlement of any outstanding debts, liabilities, or obligations between the parties involved. The agreement might also outline any regulatory or legal requirements that need to be fulfilled as part of the stock exchange process. In addition to the general Kentucky Amended Stock Exchange Agreement, there may be specific types or variations of the agreement depending on the circumstances. For example, there could be an "Asset-Based Stock Exchange Agreement" that outlines the exchange of stocks based on the value of specific assets held by the companies involved. Another type could be a "Restructuring Stock Exchange Agreement" that focuses on the restructuring of the companies, their operations, or their ownership structure alongside the stock exchange. The Kentucky Amended Stock Exchange Agreement demonstrates the commitment of SJW Corp, Roscoe Moss Co, and RMC Shareholders to engage in a mutually beneficial stock exchange, allowing them to leverage their respective strengths and align their business objectives. By carefully negotiating and documenting the terms of the agreement, all parties can ensure transparency, accountability, and protection of their rights and interests throughout the exchange process.

The Kentucky Amended Stock Exchange Agreement is a legally-binding document that outlines the revised terms and conditions of a stock exchange agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This comprehensive agreement encompasses various aspects of the stock exchange transaction and provides specific details that both parties must adhere to. The amended agreement aims to detail the exchange of stocks between the involved parties, namely SJW Corp, a publicly-traded water utility company, Roscoe Moss Co, a leading manufacturer and distributor of water well components, and RMC Shareholders, the shareholders of Roscoe Moss Co. Key provisions of the Kentucky Amended Stock Exchange Agreement may include clauses regarding the number of shares to be exchanged, the valuation of the shares, as well as any adjustments or amendments made to the original agreement. Furthermore, it may encompass the settlement of any outstanding debts, liabilities, or obligations between the parties involved. The agreement might also outline any regulatory or legal requirements that need to be fulfilled as part of the stock exchange process. In addition to the general Kentucky Amended Stock Exchange Agreement, there may be specific types or variations of the agreement depending on the circumstances. For example, there could be an "Asset-Based Stock Exchange Agreement" that outlines the exchange of stocks based on the value of specific assets held by the companies involved. Another type could be a "Restructuring Stock Exchange Agreement" that focuses on the restructuring of the companies, their operations, or their ownership structure alongside the stock exchange. The Kentucky Amended Stock Exchange Agreement demonstrates the commitment of SJW Corp, Roscoe Moss Co, and RMC Shareholders to engage in a mutually beneficial stock exchange, allowing them to leverage their respective strengths and align their business objectives. By carefully negotiating and documenting the terms of the agreement, all parties can ensure transparency, accountability, and protection of their rights and interests throughout the exchange process.