Nevada 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 Nevada Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding agreement that outlines the terms and conditions of a stock exchange transaction in the state of Nevada. This agreement involves SJW Corp, a prominent water utility company, Roscoe Moss Co, a well-established provider of water well drilling and completion products, and the shareholders of RMC, a water utility company specializing in groundwater management. The purpose of this agreement is to facilitate the exchange of stocks between the parties involved, enabling SJW Corp to acquire RMC and integrate its operations within its existing business structure. Through this transaction, SJW Corp aims to expand its presence in the water utility industry and enhance its capabilities in providing reliable water supply and services to communities. The Nevada Amended Stock Exchange Agreement ensures the smooth and efficient transfer of RMC's stocks to SJW Corp by outlining the specific terms and conditions of the transaction. It includes provisions related to the valuation of RMC's stocks, the exchange ratio, and the timeline for completion of the stock exchange. Additionally, it addresses any regulatory requirements and legal obligations that must be fulfilled by both parties during the exchange process. This agreement also defines the rights and responsibilities of the shareholders of RMC. It outlines the treatment of their shares during the exchange, including any adjustments or considerations based on the agreed exchange ratio. Furthermore, it provides guidelines for the transfer of shareholder rights, such as voting rights or dividend entitlements, after the completion of the transaction. In terms of different types of Nevada Amended Stock Exchange Agreement, there may be variations depending on the specific details of the transaction. For instance, there could be separate agreements for different classes of shares or agreements targeting specific aspects such as intellectual property rights, management structure, or contractual obligations. Overall, the Nevada Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and detailed document that aims to ensure a transparent and fair stock exchange transaction. It safeguards the interests of all parties involved and facilitates a seamless transition for RMC shareholders, while allowing SJW Corp to expand its market position and enhance its capabilities in the water utility industry.