Texas 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. Texas Share Exchange Agreement is a legal document that outlines the terms and conditions of the acquisition or merger between ZC Acquisition Corp. (hereinafter referred to as "ZC Acquisition"), Refer Corp. (hereinafter referred to as "Refer Corp."), and the stockholders of Refer Corp. This agreement is designed to facilitate the transfer of shares from the stockholders of Refer Corp. to ZC Acquisition in exchange for shares or other consideration. The main purpose of the Texas Share Exchange Agreement is to establish the rights and obligations of each party involved in the transaction. It specifies the number of shares to be exchanged, the value of these shares, and any contingencies or conditions that must be met for the agreement to be completed successfully. Furthermore, this agreement describes the various types of Texas Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. These types may include: 1. Cash-for-Stock Exchange: Under this type of agreement, ZC Acquisition offers a predetermined amount of cash per share to the stockholders of Refer Corp. in exchange for their shares. This allows To Refer Corp.'s stockholders to exit their investment by receiving cash. 2. Stock-for-Stock Exchange: In this type of agreement, ZC Acquisition offers shares of its own stock in exchange for the shares held by the stockholders of Refer Corp. The value of ZC Acquisition's stock is determined based on a pre-determined formula or market value. 3. Stock-and-Cash Exchange: This agreement allows for a combination of both cash and stock as consideration. ZC Acquisition offers a certain amount of cash per share along with a predetermined number of its own shares for the shares held by the stockholders of Refer Corp. 4. Reverse Exchange: This type of agreement occurs when Refer Corp. acquires ZC Acquisition Corp. by issuing its own shares to the stockholders of ZC Acquisition. The roles of the parties are reversed from the typical structure, making Refer Corp. the acquiring entity. The Texas Share Exchange Agreement also addresses additional provisions such as the representations and warranties made by each party, confidentiality obligations, dispute resolution mechanisms, and closing conditions. It is crucial for all parties involved to thoroughly review and understand the terms and conditions outlined in the agreement before entering into the transaction.

Texas Share Exchange Agreement is a legal document that outlines the terms and conditions of the acquisition or merger between ZC Acquisition Corp. (hereinafter referred to as "ZC Acquisition"), Refer Corp. (hereinafter referred to as "Refer Corp."), and the stockholders of Refer Corp. This agreement is designed to facilitate the transfer of shares from the stockholders of Refer Corp. to ZC Acquisition in exchange for shares or other consideration. The main purpose of the Texas Share Exchange Agreement is to establish the rights and obligations of each party involved in the transaction. It specifies the number of shares to be exchanged, the value of these shares, and any contingencies or conditions that must be met for the agreement to be completed successfully. Furthermore, this agreement describes the various types of Texas Share Exchange Agreement between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. These types may include: 1. Cash-for-Stock Exchange: Under this type of agreement, ZC Acquisition offers a predetermined amount of cash per share to the stockholders of Refer Corp. in exchange for their shares. This allows To Refer Corp.'s stockholders to exit their investment by receiving cash. 2. Stock-for-Stock Exchange: In this type of agreement, ZC Acquisition offers shares of its own stock in exchange for the shares held by the stockholders of Refer Corp. The value of ZC Acquisition's stock is determined based on a pre-determined formula or market value. 3. Stock-and-Cash Exchange: This agreement allows for a combination of both cash and stock as consideration. ZC Acquisition offers a certain amount of cash per share along with a predetermined number of its own shares for the shares held by the stockholders of Refer Corp. 4. Reverse Exchange: This type of agreement occurs when Refer Corp. acquires ZC Acquisition Corp. by issuing its own shares to the stockholders of ZC Acquisition. The roles of the parties are reversed from the typical structure, making Refer Corp. the acquiring entity. The Texas Share Exchange Agreement also addresses additional provisions such as the representations and warranties made by each party, confidentiality obligations, dispute resolution mechanisms, and closing conditions. It is crucial for all parties involved to thoroughly review and understand the terms and conditions outlined in the agreement before entering into the transaction.