Oregon 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. Oregon Share Exchange Agreement is a legally binding contract that outlines the terms and conditions of the share exchange between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement governs the process of transferring stocks and securities in exchange for shares of ZC Acquisition Corp. It is crucial to understand the details of these agreements to make informed decisions. Key elements of the Oregon Share Exchange Agreement include the following: 1. Purpose: The agreement sets out the intention of ZC Acquisition Corp. to acquire all outstanding shares of Refer Corp. through a share exchange while ensuring the protection of both companies' interests. 2. Exchange Ratio: The agreement defines the ratio at which the shares of Refer Corp. will be exchanged for shares of ZC Acquisition Corp. This ratio determines the relative valuation of the two companies in the transaction. 3. Consideration: The agreement specifies the consideration that Refer Corp. stockholders will receive in return for transferring their shares. This could be in the form of cash, shares, or a combination of both. 4. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. provide assurances about the accuracy of the information they disclose and the legality of the transaction. This protects the parties involved from any misrepresentation or breach of terms. 5. Conditions of Closing: The agreement outlines the conditions that must be met before the exchange can be consummated. This may include regulatory approvals, shareholder approvals, and other closing conditions necessary for closing the transaction. 6. Post-Closing Covenants: The agreement may include certain post-closing obligations and restrictions on the parties involved, such as non-competition clauses, confidentiality provisions, and agreements on corporate governance. Types of Oregon Share Exchange Agreements: 1. Merger Agreement: This type of agreement governs the merger of Refer Corp. into ZC Acquisition Corp., with Refer Corp. ceasing to exist as a separate entity. 2. Acquisition Agreement: In this agreement, ZC Acquisition Corp. acquires a controlling interest in Refer Corp., allowing both companies to maintain their separate legal identities. 3. Stock Purchase Agreement: This agreement involves the direct purchase of shares of Refer Corp. by ZC Acquisition Corp., where the stockholders of Refer Corp. sell their shares to ZC Acquisition Corp. It is recommended to consult legal professionals and review the specific terms and conditions laid out in the Oregon Share Exchange Agreement to fully comprehend the implications and obligations of such agreements.

Oregon Share Exchange Agreement is a legally binding contract that outlines the terms and conditions of the share exchange between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement governs the process of transferring stocks and securities in exchange for shares of ZC Acquisition Corp. It is crucial to understand the details of these agreements to make informed decisions. Key elements of the Oregon Share Exchange Agreement include the following: 1. Purpose: The agreement sets out the intention of ZC Acquisition Corp. to acquire all outstanding shares of Refer Corp. through a share exchange while ensuring the protection of both companies' interests. 2. Exchange Ratio: The agreement defines the ratio at which the shares of Refer Corp. will be exchanged for shares of ZC Acquisition Corp. This ratio determines the relative valuation of the two companies in the transaction. 3. Consideration: The agreement specifies the consideration that Refer Corp. stockholders will receive in return for transferring their shares. This could be in the form of cash, shares, or a combination of both. 4. Representations and Warranties: Both ZC Acquisition Corp. and Refer Corp. provide assurances about the accuracy of the information they disclose and the legality of the transaction. This protects the parties involved from any misrepresentation or breach of terms. 5. Conditions of Closing: The agreement outlines the conditions that must be met before the exchange can be consummated. This may include regulatory approvals, shareholder approvals, and other closing conditions necessary for closing the transaction. 6. Post-Closing Covenants: The agreement may include certain post-closing obligations and restrictions on the parties involved, such as non-competition clauses, confidentiality provisions, and agreements on corporate governance. Types of Oregon Share Exchange Agreements: 1. Merger Agreement: This type of agreement governs the merger of Refer Corp. into ZC Acquisition Corp., with Refer Corp. ceasing to exist as a separate entity. 2. Acquisition Agreement: In this agreement, ZC Acquisition Corp. acquires a controlling interest in Refer Corp., allowing both companies to maintain their separate legal identities. 3. Stock Purchase Agreement: This agreement involves the direct purchase of shares of Refer Corp. by ZC Acquisition Corp., where the stockholders of Refer Corp. sell their shares to ZC Acquisition Corp. It is recommended to consult legal professionals and review the specific terms and conditions laid out in the Oregon Share Exchange Agreement to fully comprehend the implications and obligations of such agreements.