Oklahoma 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 Title: Oklahoma Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Overview and Types Introduction: The Oklahoma Amended Stock Exchange Agreement involving SJW Corp, Roscoe Moss Co, and RMC Shareholders is a significant financial transaction that aims to outline the terms and conditions of the stock exchange between these entities. In this detailed description, we will provide an in-depth understanding of this agreement, its purpose, and the various types it may have. 1. Background: The Oklahoma Amended Stock Exchange Agreement represents a revised agreement between SJW Corp, an investment and water utility holding company, Roscoe Moss Co, a leading provider of water well drilling products, and RMC Shareholders, the existing shareholders of Roscoe Moss Co. This agreement outlines a stock exchange transaction wherein SJW Corp acquires Roscoe Moss Co through an exchange of shares. 2. Objective: The primary objective of this agreement is to establish the terms and conditions, rights, and obligations associated with the exchange of Roscoe Moss Co's shares with SJW Corp's shares. It seeks to facilitate a seamless transition of ownership, preserving the interests of both parties involved. 3. Key Components: a. Conversion Ratio: The agreement defines the conversion ratio, i.e., the ratio at which the shares of Roscoe Moss Co will be exchanged for SJW Corp shares. This ratio is typically determined based on the agreed-upon valuation of both companies. b. Shareholders' Equity: The agreement elucidates the distribution of shareholders' equity post-stock exchange, providing details on how the financial interests of RMC Shareholders will be safeguarded in the amalgamated entity. c. Corporate Governance: The amended agreement outlines the structure of the corporate governance framework post-acquisition, delineating the roles and responsibilities held by the key stakeholders involved. This ensures a smooth transition and continuity in the business operations of the combined entity. 4. Types: While the content of an Oklahoma Amended Stock Exchange Agreement can vary depending on the specific details of the deal, some possible types may include: a. Cashless Stock Exchange: In this type, the exchange of shares occurs without the need for cash payments. Instead, the value of the shares of Roscoe Moss Co is used to determine the number of SJW Corp shares to be issued to RMC Shareholders. b. Merger and Acquisition Agreement: This type of agreement typically encompasses a broader range of provisions beyond the stock exchange, involving the merger or acquisition of Roscoe Moss Co by SJW Corp. It includes aspects like intellectual property rights, personnel consolidation, and potential synergy benefits. c. Stock Purchase Agreement: This type primarily focuses on the acquisition of Roscoe Moss Co's shares by SJW Corp, without necessarily involving an exchange of shares between the two entities. The agreement outlines the purchase price, representation and warranties, and any specific conditions imposed on the transaction. Conclusion: The Oklahoma Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders is a complex legal document that enables the smooth transfer of ownership and financial interests. By understanding its purpose and various types, all parties involved can negotiate and implement a fair and mutually beneficial agreement.

Title: Oklahoma Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Overview and Types Introduction: The Oklahoma Amended Stock Exchange Agreement involving SJW Corp, Roscoe Moss Co, and RMC Shareholders is a significant financial transaction that aims to outline the terms and conditions of the stock exchange between these entities. In this detailed description, we will provide an in-depth understanding of this agreement, its purpose, and the various types it may have. 1. Background: The Oklahoma Amended Stock Exchange Agreement represents a revised agreement between SJW Corp, an investment and water utility holding company, Roscoe Moss Co, a leading provider of water well drilling products, and RMC Shareholders, the existing shareholders of Roscoe Moss Co. This agreement outlines a stock exchange transaction wherein SJW Corp acquires Roscoe Moss Co through an exchange of shares. 2. Objective: The primary objective of this agreement is to establish the terms and conditions, rights, and obligations associated with the exchange of Roscoe Moss Co's shares with SJW Corp's shares. It seeks to facilitate a seamless transition of ownership, preserving the interests of both parties involved. 3. Key Components: a. Conversion Ratio: The agreement defines the conversion ratio, i.e., the ratio at which the shares of Roscoe Moss Co will be exchanged for SJW Corp shares. This ratio is typically determined based on the agreed-upon valuation of both companies. b. Shareholders' Equity: The agreement elucidates the distribution of shareholders' equity post-stock exchange, providing details on how the financial interests of RMC Shareholders will be safeguarded in the amalgamated entity. c. Corporate Governance: The amended agreement outlines the structure of the corporate governance framework post-acquisition, delineating the roles and responsibilities held by the key stakeholders involved. This ensures a smooth transition and continuity in the business operations of the combined entity. 4. Types: While the content of an Oklahoma Amended Stock Exchange Agreement can vary depending on the specific details of the deal, some possible types may include: a. Cashless Stock Exchange: In this type, the exchange of shares occurs without the need for cash payments. Instead, the value of the shares of Roscoe Moss Co is used to determine the number of SJW Corp shares to be issued to RMC Shareholders. b. Merger and Acquisition Agreement: This type of agreement typically encompasses a broader range of provisions beyond the stock exchange, involving the merger or acquisition of Roscoe Moss Co by SJW Corp. It includes aspects like intellectual property rights, personnel consolidation, and potential synergy benefits. c. Stock Purchase Agreement: This type primarily focuses on the acquisition of Roscoe Moss Co's shares by SJW Corp, without necessarily involving an exchange of shares between the two entities. The agreement outlines the purchase price, representation and warranties, and any specific conditions imposed on the transaction. Conclusion: The Oklahoma Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders is a complex legal document that enables the smooth transfer of ownership and financial interests. By understanding its purpose and various types, all parties involved can negotiate and implement a fair and mutually beneficial agreement.