Montana 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 Montana Amended Stock Exchange Agreement is a legal document that outlines the details of a transaction involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement involves the exchange of stock in order to facilitate a merger or acquisition between the parties involved. Here is a detailed description of this agreement, including its key components and significance. 1. Parties Involved: The Montana Amended Stock Exchange Agreement is entered into by SJW Corp, a company engaged in the water utility services industry, Roscoe Moss Co, a leading manufacturer of water well casing and accessories, and RMC Shareholders, the existing shareholders of Roscoe Moss Co. 2. Purpose: The agreement's main purpose is to establish the terms and conditions for the exchange of shares between SJW Corp and RMC Shareholders. This exchange aims to facilitate a merger or acquisition transaction between SJW Corp and Roscoe Moss Co, allowing SJW Corp to gain control over Roscoe Moss Co's operations and assets. 3. Stock Exchange Terms: The agreement specifies the ratio at which SJW Corp will exchange its shares with the RMC Shareholders. This ratio is determined based on the valuation of Roscoe Moss Co and the agreed-upon valuation of SJW Corp's shares. The parties negotiate and agree upon this ratio to ensure a fair and equitable exchange. 4. Amendment Details: The agreement may mention that amendments have been made to a previously established stock exchange agreement between the parties. This indicates that certain terms or conditions have been modified to better align with the current circumstances or to address any concerns raised during the negotiation process. 5. Shareholder Rights: The agreement ensures that the rights and privileges of the RMC Shareholders are protected during the stock exchange. It may outline any additional benefits or considerations that will be provided to the RMC Shareholders as part of the exchange. 6. Regulatory Compliance: The Montana Amended Stock Exchange Agreement may include clauses that address compliance with relevant regulatory authorities, such as the Securities and Exchange Commission (SEC) or other state regulatory bodies. This ensures that the exchange is performed in accordance with applicable laws and regulations. 7. Confidentiality and Non-Disclosure: To maintain the confidentiality of the merger or acquisition transaction, the agreement may include provisions regarding the non-disclosure of sensitive information. Both parties are typically bound to keep any confidential information disclosed during the negotiation process or mentioned in the agreement strictly confidential. This detailed description provides an overview of what the Montana Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders entails. It emphasizes the importance of the agreement in facilitating a stock exchange between the involved parties and underscores key components such as the exchange terms, shareholder rights, regulatory compliance, and confidentiality measures.

The Montana Amended Stock Exchange Agreement is a legal document that outlines the details of a transaction involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement involves the exchange of stock in order to facilitate a merger or acquisition between the parties involved. Here is a detailed description of this agreement, including its key components and significance. 1. Parties Involved: The Montana Amended Stock Exchange Agreement is entered into by SJW Corp, a company engaged in the water utility services industry, Roscoe Moss Co, a leading manufacturer of water well casing and accessories, and RMC Shareholders, the existing shareholders of Roscoe Moss Co. 2. Purpose: The agreement's main purpose is to establish the terms and conditions for the exchange of shares between SJW Corp and RMC Shareholders. This exchange aims to facilitate a merger or acquisition transaction between SJW Corp and Roscoe Moss Co, allowing SJW Corp to gain control over Roscoe Moss Co's operations and assets. 3. Stock Exchange Terms: The agreement specifies the ratio at which SJW Corp will exchange its shares with the RMC Shareholders. This ratio is determined based on the valuation of Roscoe Moss Co and the agreed-upon valuation of SJW Corp's shares. The parties negotiate and agree upon this ratio to ensure a fair and equitable exchange. 4. Amendment Details: The agreement may mention that amendments have been made to a previously established stock exchange agreement between the parties. This indicates that certain terms or conditions have been modified to better align with the current circumstances or to address any concerns raised during the negotiation process. 5. Shareholder Rights: The agreement ensures that the rights and privileges of the RMC Shareholders are protected during the stock exchange. It may outline any additional benefits or considerations that will be provided to the RMC Shareholders as part of the exchange. 6. Regulatory Compliance: The Montana Amended Stock Exchange Agreement may include clauses that address compliance with relevant regulatory authorities, such as the Securities and Exchange Commission (SEC) or other state regulatory bodies. This ensures that the exchange is performed in accordance with applicable laws and regulations. 7. Confidentiality and Non-Disclosure: To maintain the confidentiality of the merger or acquisition transaction, the agreement may include provisions regarding the non-disclosure of sensitive information. Both parties are typically bound to keep any confidential information disclosed during the negotiation process or mentioned in the agreement strictly confidential. This detailed description provides an overview of what the Montana Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders entails. It emphasizes the importance of the agreement in facilitating a stock exchange between the involved parties and underscores key components such as the exchange terms, shareholder rights, regulatory compliance, and confidentiality measures.