Ohio 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 Ohio Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding document that outlines the terms and conditions for the exchange of stock between these entities. This agreement aims to provide a detailed framework for the transaction, ensuring clarity and transparency. The agreement encompasses various aspects, including the number of shares to be exchanged, the consideration offered, and any adjustments or amendments to the original agreement. It further specifies the roles and responsibilities of each party, ensuring a mutual understanding of their obligations. The Ohio Amended Stock Exchange Agreement also addresses potential risks, liabilities, and warranties associated with the exchange. This comprehensive approach aims to protect the interests of all parties involved and mitigates any potential disputes or misunderstandings. By entering into this agreement, SJW Corp, Roscoe Moss Co, and RMC Shareholders seek to establish a solid foundation for their stock exchange transaction. They aim to comply with relevant Ohio state laws and regulations, ensuring that the exchange is legally valid and enforceable. It is important to note that different types of Amended Stock Exchange Agreements may exist depending on the specific details and circumstances of the transaction. These variations may include agreements addressing specific industries, such as the water utility sector or construction industry. Additionally, the parties involved may negotiate and amend the terms and conditions to suit their unique requirements, thus creating unique variations of the Ohio Amended Stock Exchange Agreement. In conclusion, the Ohio Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and detailed document that governs the exchange of stock between these entities. It aims to establish clear guidelines, protect the interests of all parties involved, and ensure compliance with Ohio state laws and regulations.

The Ohio Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding document that outlines the terms and conditions for the exchange of stock between these entities. This agreement aims to provide a detailed framework for the transaction, ensuring clarity and transparency. The agreement encompasses various aspects, including the number of shares to be exchanged, the consideration offered, and any adjustments or amendments to the original agreement. It further specifies the roles and responsibilities of each party, ensuring a mutual understanding of their obligations. The Ohio Amended Stock Exchange Agreement also addresses potential risks, liabilities, and warranties associated with the exchange. This comprehensive approach aims to protect the interests of all parties involved and mitigates any potential disputes or misunderstandings. By entering into this agreement, SJW Corp, Roscoe Moss Co, and RMC Shareholders seek to establish a solid foundation for their stock exchange transaction. They aim to comply with relevant Ohio state laws and regulations, ensuring that the exchange is legally valid and enforceable. It is important to note that different types of Amended Stock Exchange Agreements may exist depending on the specific details and circumstances of the transaction. These variations may include agreements addressing specific industries, such as the water utility sector or construction industry. Additionally, the parties involved may negotiate and amend the terms and conditions to suit their unique requirements, thus creating unique variations of the Ohio Amended Stock Exchange Agreement. In conclusion, the Ohio Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and detailed document that governs the exchange of stock between these entities. It aims to establish clear guidelines, protect the interests of all parties involved, and ensure compliance with Ohio state laws and regulations.