South Dakota 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. South Dakota Share Exchange Agreement: A Detailed Description The South Dakota Share Exchange Agreement is a legally binding contract entered into by ZC Acquisition Corp. (hereinafter referred to as "ZC Acquisition"), Refer Corp. (referred to as "Refer Corp."), and the stockholders of Refer Corp. The agreement outlines the terms and conditions under which ZC Acquisition will acquire the outstanding shares of Refer Corp. in exchange for certain consideration. Key Terms and Provisions: 1. Parties: The agreement identifies and establishes the rights and obligations of the three main parties involved: ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. 2. Share Exchange: The agreement specifies that ZC Acquisition will acquire all the issued and outstanding shares of Refer Corp. from the stockholders, in exchange for a predetermined consideration. This consideration can include cash, stock, or a combination of both. 3. Consideration: The agreement defines the nature and value of the consideration to be given by ZC Acquisition to the stockholders. It may be in the form of cash, shares of ZC Acquisition's stock, or other assets, as mutually agreed upon by the parties. 4. Closing: The agreement establishes the closing date for the transaction, which is the day on which the exchange of shares and consideration will occur. It also outlines the conditions that must be satisfied before the closing can take place. 5. Representations and Warranties: This section includes statements made by ZC Acquisition and Refer Corp. regarding their respective businesses, financial conditions, and assets. These representations and warranties provide assurances to the stockholders that the information provided is accurate and reliable. 6. Covenants and Agreements: The agreement contains various covenants and agreements that the parties are expected to fulfill before and after the closing. These may include matters related to tax obligations, regulatory compliance, employee retention, and other post-closing conditions. 7. Indemnification: The agreement lays out the terms under which ZC Acquisition and Refer Corp. agree to indemnify and hold harmless each other and the stockholders from any claims, losses, or damages arising from breaches of representations, warranties, or other obligations under the agreement. Types of South Dakota Share Exchange Agreements: 1. Cash Share Exchange Agreement: This type of agreement entails the acquisition of Refer Corp. by ZC Acquisition for an all-cash consideration. 2. Stock Share Exchange Agreement: In this agreement, ZC Acquisition acquires Refer Corp. by issuing its own stock to the stockholders of Refer Corp. in exchange for their shares. 3. Cash and Stock Share Exchange Agreement: This agreement involves a combination of cash and ZC Acquisition's stock as consideration for the acquisition of Refer Corp. Conclusion: The South Dakota Share Exchange Agreement establishes the framework for the acquisition of Refer Corp. by ZC Acquisition Corp. It outlines the terms, conditions, and rights of all parties involved, providing a comprehensive understanding of the transaction. The agreement can be categorized based on the consideration offered, including cash share exchange agreements, stock share exchange agreements, and agreements combining both cash and stock considerations.

South Dakota Share Exchange Agreement: A Detailed Description The South Dakota Share Exchange Agreement is a legally binding contract entered into by ZC Acquisition Corp. (hereinafter referred to as "ZC Acquisition"), Refer Corp. (referred to as "Refer Corp."), and the stockholders of Refer Corp. The agreement outlines the terms and conditions under which ZC Acquisition will acquire the outstanding shares of Refer Corp. in exchange for certain consideration. Key Terms and Provisions: 1. Parties: The agreement identifies and establishes the rights and obligations of the three main parties involved: ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. 2. Share Exchange: The agreement specifies that ZC Acquisition will acquire all the issued and outstanding shares of Refer Corp. from the stockholders, in exchange for a predetermined consideration. This consideration can include cash, stock, or a combination of both. 3. Consideration: The agreement defines the nature and value of the consideration to be given by ZC Acquisition to the stockholders. It may be in the form of cash, shares of ZC Acquisition's stock, or other assets, as mutually agreed upon by the parties. 4. Closing: The agreement establishes the closing date for the transaction, which is the day on which the exchange of shares and consideration will occur. It also outlines the conditions that must be satisfied before the closing can take place. 5. Representations and Warranties: This section includes statements made by ZC Acquisition and Refer Corp. regarding their respective businesses, financial conditions, and assets. These representations and warranties provide assurances to the stockholders that the information provided is accurate and reliable. 6. Covenants and Agreements: The agreement contains various covenants and agreements that the parties are expected to fulfill before and after the closing. These may include matters related to tax obligations, regulatory compliance, employee retention, and other post-closing conditions. 7. Indemnification: The agreement lays out the terms under which ZC Acquisition and Refer Corp. agree to indemnify and hold harmless each other and the stockholders from any claims, losses, or damages arising from breaches of representations, warranties, or other obligations under the agreement. Types of South Dakota Share Exchange Agreements: 1. Cash Share Exchange Agreement: This type of agreement entails the acquisition of Refer Corp. by ZC Acquisition for an all-cash consideration. 2. Stock Share Exchange Agreement: In this agreement, ZC Acquisition acquires Refer Corp. by issuing its own stock to the stockholders of Refer Corp. in exchange for their shares. 3. Cash and Stock Share Exchange Agreement: This agreement involves a combination of cash and ZC Acquisition's stock as consideration for the acquisition of Refer Corp. Conclusion: The South Dakota Share Exchange Agreement establishes the framework for the acquisition of Refer Corp. by ZC Acquisition Corp. It outlines the terms, conditions, and rights of all parties involved, providing a comprehensive understanding of the transaction. The agreement can be categorized based on the consideration offered, including cash share exchange agreements, stock share exchange agreements, and agreements combining both cash and stock considerations.