Oklahoma Share Exchange Agreement between ZC Acquisition Corp., Zefer Corp. and the stockholders of Zefer Corp.

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9394
• Format: Word; Rich Text

Description

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. An Oklahoma Share Exchange Agreement is a legal contract between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement outlines the terms and conditions of exchanging shares between the parties involved. The purpose of this agreement is to facilitate the acquisition of Refer Corp. by ZC Acquisition Corp. Keywords associated with this topic include "Oklahoma Share Exchange Agreement," "ZC Acquisition Corp.," "Refer Corp.," and "stockholders." There are various types of Oklahoma Share Exchange Agreements that can be customized based on the specific circumstances of the acquisition. Some of these types include: 1. Share-for-Share Exchange Agreement: This type of agreement involves exchanging the existing shares of Refer Corp. held by the stockholders with shares of ZC Acquisition Corp. The terms of the exchange, such as the ratio of shares, will be negotiated and specified in this agreement. 2. Cash-for-Share Exchange Agreement: In certain cases, the stockholders of Refer Corp. may choose to exchange their shares for a cash consideration instead of shares of ZC Acquisition Corp. This type of agreement specifies the price per share and the total cash consideration to be paid to the stockholders. 3. Mixed Consideration Exchange Agreement: This agreement allows for a combination of shares and cash as consideration for the stockholders. The terms, such as the ratio of shares to cash, will be determined and outlined in the agreement. The content of an Oklahoma Share Exchange Agreement typically includes the following elements: 1. Parties involved: This section identifies the parties entering into the agreement, specifically ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. 2. Definitions: This clarifies the key terms used throughout the agreement, including the terms "Shares," "Consideration," and any other relevant terms specific to this transaction. 3. Consideration: This section details the type of consideration to be received by the stockholders, whether it's shares, cash, or a combination thereof. The agreement specifies the method of determining the value of shares, if applicable. 4. Exchange Ratio: In cases where shares are exchanged, this section outlines the ratio at which Refer Corp.'s shares will be converted into shares of ZC Acquisition Corp. 5. Closing Conditions: This section lists the conditions that must be fulfilled before the closing of the share exchange, including regulatory approvals, consent from relevant parties, and any other necessary requirements. 6. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. will make various representations and warranties pertaining to their respective companies, assets, and liabilities. This section provides assurances to the stockholders regarding the state of the companies being acquired. 7. Covenants: This section includes obligations and promises made by each party during the exchange process, such as cooperation in securing necessary approvals and disclosure of relevant information. 8. Termination: The agreement will outline the circumstances under which the parties can terminate the agreement prior to the closing, often including breach of representations, failure to fulfill conditions, or mutual agreement. 9. Governing Law and Dispute Resolution: This section specifies the jurisdiction where the agreement will be governed, typically the state of Oklahoma, and outlines mechanisms for resolving any disputes that may arise. It is crucial to consult legal professionals experienced in mergers and acquisitions to draft or review the Oklahoma Share Exchange Agreement, ensuring it aligns with the specific requirements and goals of ZC Acquisition Corp., Refer Corp., and the stockholders involved in the transaction.

An Oklahoma Share Exchange Agreement is a legal contract between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement outlines the terms and conditions of exchanging shares between the parties involved. The purpose of this agreement is to facilitate the acquisition of Refer Corp. by ZC Acquisition Corp. Keywords associated with this topic include "Oklahoma Share Exchange Agreement," "ZC Acquisition Corp.," "Refer Corp.," and "stockholders." There are various types of Oklahoma Share Exchange Agreements that can be customized based on the specific circumstances of the acquisition. Some of these types include: 1. Share-for-Share Exchange Agreement: This type of agreement involves exchanging the existing shares of Refer Corp. held by the stockholders with shares of ZC Acquisition Corp. The terms of the exchange, such as the ratio of shares, will be negotiated and specified in this agreement. 2. Cash-for-Share Exchange Agreement: In certain cases, the stockholders of Refer Corp. may choose to exchange their shares for a cash consideration instead of shares of ZC Acquisition Corp. This type of agreement specifies the price per share and the total cash consideration to be paid to the stockholders. 3. Mixed Consideration Exchange Agreement: This agreement allows for a combination of shares and cash as consideration for the stockholders. The terms, such as the ratio of shares to cash, will be determined and outlined in the agreement. The content of an Oklahoma Share Exchange Agreement typically includes the following elements: 1. Parties involved: This section identifies the parties entering into the agreement, specifically ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. 2. Definitions: This clarifies the key terms used throughout the agreement, including the terms "Shares," "Consideration," and any other relevant terms specific to this transaction. 3. Consideration: This section details the type of consideration to be received by the stockholders, whether it's shares, cash, or a combination thereof. The agreement specifies the method of determining the value of shares, if applicable. 4. Exchange Ratio: In cases where shares are exchanged, this section outlines the ratio at which Refer Corp.'s shares will be converted into shares of ZC Acquisition Corp. 5. Closing Conditions: This section lists the conditions that must be fulfilled before the closing of the share exchange, including regulatory approvals, consent from relevant parties, and any other necessary requirements. 6. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. will make various representations and warranties pertaining to their respective companies, assets, and liabilities. This section provides assurances to the stockholders regarding the state of the companies being acquired. 7. Covenants: This section includes obligations and promises made by each party during the exchange process, such as cooperation in securing necessary approvals and disclosure of relevant information. 8. Termination: The agreement will outline the circumstances under which the parties can terminate the agreement prior to the closing, often including breach of representations, failure to fulfill conditions, or mutual agreement. 9. Governing Law and Dispute Resolution: This section specifies the jurisdiction where the agreement will be governed, typically the state of Oklahoma, and outlines mechanisms for resolving any disputes that may arise. It is crucial to consult legal professionals experienced in mergers and acquisitions to draft or review the Oklahoma Share Exchange Agreement, ensuring it aligns with the specific requirements and goals of ZC Acquisition Corp., Refer Corp., and the stockholders involved in the transaction.