Pennsylvania 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 Pennsylvania Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding contract that outlines the terms and conditions for the exchange of stocks between these entities. This agreement aims to provide a detailed framework for the transaction, ensuring transparency and protecting the rights and interests of all parties involved. Under this agreement, SJW Corp, a leading utility services company, will acquire shares in Roscoe Moss Co and RMC Shareholders, both prominent players in the water infrastructure and drilling industry. This strategic move aligns with SJW Corp's expansion plans and its goal of diversifying its operations and geographical presence. The Pennsylvania Amended Stock Exchange Agreement aims to address various aspects, including the valuation of stocks, the exchange ratio, and the treatment of outstanding options and warrants. These elements are crucial in determining the fair exchange of shares and calculating the appropriate ownership stakes of each party. Additionally, the agreement outlines the rights and responsibilities of SJW Corp, Roscoe Moss Co, and RMC Shareholders post-transaction. This includes the appointment of board members, decision-making processes, and any necessary regulatory approvals. The agreement seeks to ensure a smooth transition and integration of the acquired entities within SJW Corp's structure. The Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders may have different types or variations depending on the specific terms and conditions agreed upon. Some potential variations of this agreement could include those related to different exchange ratios, shareholder voting rights, post-acquisition integration plans, or any additional provisions specific to the transaction. This agreement serves as a critical document in facilitating the stock exchange between SJW Corp, Roscoe Moss Co, and RMC Shareholders, providing a comprehensive and detailed roadmap for the transaction. It creates a strong foundation for collaboration and synergy among the entities involved and ultimately contributes to their long-term growth and success in their respective industries.

The Pennsylvania Amended Stock Exchange Agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding contract that outlines the terms and conditions for the exchange of stocks between these entities. This agreement aims to provide a detailed framework for the transaction, ensuring transparency and protecting the rights and interests of all parties involved. Under this agreement, SJW Corp, a leading utility services company, will acquire shares in Roscoe Moss Co and RMC Shareholders, both prominent players in the water infrastructure and drilling industry. This strategic move aligns with SJW Corp's expansion plans and its goal of diversifying its operations and geographical presence. The Pennsylvania Amended Stock Exchange Agreement aims to address various aspects, including the valuation of stocks, the exchange ratio, and the treatment of outstanding options and warrants. These elements are crucial in determining the fair exchange of shares and calculating the appropriate ownership stakes of each party. Additionally, the agreement outlines the rights and responsibilities of SJW Corp, Roscoe Moss Co, and RMC Shareholders post-transaction. This includes the appointment of board members, decision-making processes, and any necessary regulatory approvals. The agreement seeks to ensure a smooth transition and integration of the acquired entities within SJW Corp's structure. The Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders may have different types or variations depending on the specific terms and conditions agreed upon. Some potential variations of this agreement could include those related to different exchange ratios, shareholder voting rights, post-acquisition integration plans, or any additional provisions specific to the transaction. This agreement serves as a critical document in facilitating the stock exchange between SJW Corp, Roscoe Moss Co, and RMC Shareholders, providing a comprehensive and detailed roadmap for the transaction. It creates a strong foundation for collaboration and synergy among the entities involved and ultimately contributes to their long-term growth and success in their respective industries.