Massachusetts 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 Massachusetts Amended Stock Exchange Agreement is a legally binding contract that has been entered into by SJW Corp, Roscoe Moss Co, and RMC shareholders. This agreement outlines the terms and conditions under which the stock exchange will take place. The purpose of this agreement is to facilitate the acquisition of Roscoe Moss Co by SJW Corp, with the consent and approval of the shareholders of RMC. This transaction aims to synergize the strengths and resources of both companies to create a stronger and more competitive entity in the market. The detailed terms of this Massachusetts Amended Stock Exchange Agreement include the exchange ratio, the voting rights and privileges of the shareholders, the manner in which the transaction will be executed, and the post-transaction share ownership structure. It provides a comprehensive framework to ensure a smooth and successful transition of ownership and control. Additionally, this agreement may include specific provisions regarding the treatment of outstanding stock options, warrants, or other securities held by RMC shareholders. It may also delineate any conditions precedent that need to be fulfilled before the exchange can take place, such as regulatory approvals or the satisfactory completion of due diligence. Different types of Massachusetts Amended Stock Exchange Agreements may exist depending on the intricacies of the specific transaction. This could include variations in the exchange ratio, treatment of different classes of shares, or any additional covenants or obligations imposed on either party. In summary, the Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a detailed document outlining the terms and conditions of the stock exchange between these entities. It serves to protect the rights and interests of all parties involved while ensuring a seamless and successful transition of ownership.

The Massachusetts Amended Stock Exchange Agreement is a legally binding contract that has been entered into by SJW Corp, Roscoe Moss Co, and RMC shareholders. This agreement outlines the terms and conditions under which the stock exchange will take place. The purpose of this agreement is to facilitate the acquisition of Roscoe Moss Co by SJW Corp, with the consent and approval of the shareholders of RMC. This transaction aims to synergize the strengths and resources of both companies to create a stronger and more competitive entity in the market. The detailed terms of this Massachusetts Amended Stock Exchange Agreement include the exchange ratio, the voting rights and privileges of the shareholders, the manner in which the transaction will be executed, and the post-transaction share ownership structure. It provides a comprehensive framework to ensure a smooth and successful transition of ownership and control. Additionally, this agreement may include specific provisions regarding the treatment of outstanding stock options, warrants, or other securities held by RMC shareholders. It may also delineate any conditions precedent that need to be fulfilled before the exchange can take place, such as regulatory approvals or the satisfactory completion of due diligence. Different types of Massachusetts Amended Stock Exchange Agreements may exist depending on the intricacies of the specific transaction. This could include variations in the exchange ratio, treatment of different classes of shares, or any additional covenants or obligations imposed on either party. In summary, the Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a detailed document outlining the terms and conditions of the stock exchange between these entities. It serves to protect the rights and interests of all parties involved while ensuring a seamless and successful transition of ownership.