North Carolina 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 North Carolina Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding document that outlines the revised terms and conditions regarding the exchange of stock between the mentioned parties. This agreement is specific to North Carolina and may have different variations depending on the parties involved and the specific terms agreed upon. The agreement serves as a comprehensive roadmap for the exchange of stock and includes detailed provisions, instructions, and obligations that each party must adhere to. It sets out the specific terms of the exchange, clarifies the shares to be exchanged, and addresses any subsequent adjustments that need to be made. Key terms and provisions included in the North Carolina Amended Stock Exchange Agreement include: 1. Parties Involved: The agreement clearly identifies the parties involved, namely SJW Corp, Roscoe Moss Co, and RMC Shareholders. 2. Stock Exchange Details: The agreement provides a detailed explanation of the stock exchange process, highlighting the number of shares each party will exchange, the valuation of the shares, and any additional consideration involved, if applicable. 3. Representations and Warranties: This section outlines the representations and warranties made by each party involved. It clarifies that they have the legal authority to enter into the agreement and that they have full ownership and rights to the shares being exchanged. 4. Conditions and Obligations: The agreement stipulates the conditions that need to be met for the stock exchange to proceed, such as regulatory approvals or corporate authorizations. It also highlights the obligations of each party, including the provision of necessary documentation and information. 5. Closing and Post-Closing Matters: The agreement covers the closing procedures, such as the transfer of stock certificates, payment of consideration, and the necessary paperwork to be completed. It may also address any post-closing matters, such as the management and reporting of the exchanged shares. Other variations of the North Carolina Amended Stock Exchange Agreement may include additional clauses or specific terms tailored to the circumstances of the parties involved. Each agreement will be uniquely structured to meet their specific needs and requirements. It is important to note that this description provides a general overview of a North Carolina Amended Stock Exchange Agreement and does not constitute legal advice or cover all potential variations of such agreements. Parties involved in stock exchange transactions should consult legal professionals to ensure compliance and accuracy with the applicable laws and regulations.