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.
Title: New Hampshire Share Exchange Agreement: An In-Depth Overview between ZC Acquisition Corp., Refer Corp., and Stockholders Introduction: The New Hampshire Share Exchange Agreement reflects a critical milestone between ZC Acquisition Corp., Refer Corp., and its stockholders. In this detailed description, we will delve into the crucial aspects of this agreement, highlighting its purpose, structure, and key terms. Keywords: New Hampshire Share Exchange Agreement, ZC Acquisition Corp., Refer Corp., stockholders. 1. Understanding the New Hampshire Share Exchange Agreement: The New Hampshire Share Exchange Agreement is a legally binding contract that regulates the exchange of shares between ZC Acquisition Corp., a publicly traded company, and Refer Corp., a privately held corporation. This agreement symbolizes a merger, acquisition, or consolidation of the two entities, bringing a host of benefits to both parties involved. 2. Objectives and Purpose: The primary objective of the New Hampshire Share Exchange Agreement is to facilitate the acquisition of Refer Corp. by ZC Acquisition Corp. This agreement outlines the terms and conditions under which the shareholders of Refer Corp. agree to exchange their shares of stock for shares of ZC Acquisition Corp., resulting in a change of ownership and control. 3. Types of New Hampshire Share Exchange Agreements between ZC Acquisition Corp. and Refer Corp.: a. Stock-for-Stock Exchange: This type of agreement allows the shareholders of Refer Corp. to exchange their existing stock in Refer Corp. for shares of ZC Acquisition Corp., maintaining their proportionate ownership in the merged entity. b. Cash-and-Stock Exchange: Under this agreement, the shareholders of Refer Corp. may receive a combination of cash and ZC Acquisition Corp.'s shares in exchange for their Refer Corp. stock. This provides an opportunity for immediate liquidity and an ongoing stake in the merged entity. 4. Key Terms and Conditions: a. Exchange Ratio: The New Hampshire Share Exchange Agreement defines the ratio at which Refer Corp.'s shares will be converted into ZC Acquisition Corp.'s shares. This ratio ensures a fair distribution of ownership proportionate to the value of both companies. b. Shareholder Consideration: The agreement outlines the consideration to be received by Refer Corp.'s shareholders, whether in the form of stock, cash, or a combination of both. The terms may vary based on the chosen exchange type. c. Closing Conditions: The agreement includes specific conditions that need to be fulfilled before the share exchange can be finalized. This typically involves obtaining regulatory approvals, shareholder consent, and other customary closing requirements. d. Representations and Warranties: The agreement details the representations and warranties made by each party, ensuring the accuracy of information disclosed, legal compliance, and safeguarding the interests of the involved entities. Conclusion: The New Hampshire Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. is a pivotal document that facilitates the merger or acquisition of Refer Corp. by ZC Acquisition Corp. This comprehensive description provides a deep understanding of the agreement, its various types, and crucial elements for successful completion.
Title: New Hampshire Share Exchange Agreement: An In-Depth Overview between ZC Acquisition Corp., Refer Corp., and Stockholders Introduction: The New Hampshire Share Exchange Agreement reflects a critical milestone between ZC Acquisition Corp., Refer Corp., and its stockholders. In this detailed description, we will delve into the crucial aspects of this agreement, highlighting its purpose, structure, and key terms. Keywords: New Hampshire Share Exchange Agreement, ZC Acquisition Corp., Refer Corp., stockholders. 1. Understanding the New Hampshire Share Exchange Agreement: The New Hampshire Share Exchange Agreement is a legally binding contract that regulates the exchange of shares between ZC Acquisition Corp., a publicly traded company, and Refer Corp., a privately held corporation. This agreement symbolizes a merger, acquisition, or consolidation of the two entities, bringing a host of benefits to both parties involved. 2. Objectives and Purpose: The primary objective of the New Hampshire Share Exchange Agreement is to facilitate the acquisition of Refer Corp. by ZC Acquisition Corp. This agreement outlines the terms and conditions under which the shareholders of Refer Corp. agree to exchange their shares of stock for shares of ZC Acquisition Corp., resulting in a change of ownership and control. 3. Types of New Hampshire Share Exchange Agreements between ZC Acquisition Corp. and Refer Corp.: a. Stock-for-Stock Exchange: This type of agreement allows the shareholders of Refer Corp. to exchange their existing stock in Refer Corp. for shares of ZC Acquisition Corp., maintaining their proportionate ownership in the merged entity. b. Cash-and-Stock Exchange: Under this agreement, the shareholders of Refer Corp. may receive a combination of cash and ZC Acquisition Corp.'s shares in exchange for their Refer Corp. stock. This provides an opportunity for immediate liquidity and an ongoing stake in the merged entity. 4. Key Terms and Conditions: a. Exchange Ratio: The New Hampshire Share Exchange Agreement defines the ratio at which Refer Corp.'s shares will be converted into ZC Acquisition Corp.'s shares. This ratio ensures a fair distribution of ownership proportionate to the value of both companies. b. Shareholder Consideration: The agreement outlines the consideration to be received by Refer Corp.'s shareholders, whether in the form of stock, cash, or a combination of both. The terms may vary based on the chosen exchange type. c. Closing Conditions: The agreement includes specific conditions that need to be fulfilled before the share exchange can be finalized. This typically involves obtaining regulatory approvals, shareholder consent, and other customary closing requirements. d. Representations and Warranties: The agreement details the representations and warranties made by each party, ensuring the accuracy of information disclosed, legal compliance, and safeguarding the interests of the involved entities. Conclusion: The New Hampshire Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. is a pivotal document that facilitates the merger or acquisition of Refer Corp. by ZC Acquisition Corp. This comprehensive description provides a deep understanding of the agreement, its various types, and crucial elements for successful completion.