Wisconsin 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 Wisconsin Amended Stock Exchange Agreement is a legally binding document that outlines the terms and conditions of a significant stock exchange transaction between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement aims to provide a detailed framework for the parties involved to exchange stocks and establish new ownership arrangements. Under this Amended Stock Exchange Agreement, SJW Corp, a prominent utility services holding company, seeks to acquire a substantial stake in Roscoe Moss Co and RMC Shareholders, a renowned manufacturer of water well screen and casing products. The agreement encompasses multiple types of transactions and modifications, each playing a crucial role in restructuring the ownership structure and enhancing business synergies. 1. Stock Exchange Transaction: The agreement governs the exchange of stocks between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It outlines the share ratios, valuation methodologies, and other aspects necessary to determine the exchange ratio and ensure a fair and equitable exchange of stocks. 2. Ownership Restructuring: The Amended Stock Exchange Agreement facilitates the realignment of ownership stakes among the three entities. It provides a detailed plan for transferring, issuing, and cancelling shares to achieve the desired ownership distribution. This restructuring aims to consolidate the strengths of each party and maximize their collective potential. 3. Governance and Management: The agreement also addresses the governance and management aspects of the post-exchange entity. It outlines the composition of the board of directors, voting rights, decision-making procedures, and other governance principles to ensure a smooth transition and effective management of the newly formed entity. 4. Financial Arrangements: The Amended Stock Exchange Agreement includes provisions related to the financial aspects of the transaction. It covers matters such as pricing, payment modalities, financial reporting requirements, and any other financial obligations that the parties need to fulfill during and after the stock exchange. 5. Legal and Regulatory Compliance: The agreement emphasizes the importance of complying with all relevant laws, regulations, and permits during the stock exchange process. It ensures that the transaction adheres to both state and federal laws governing the exchange of stocks and corporate transactions. By executing the Wisconsin Amended Stock Exchange Agreement, SJW Corp, Roscoe Moss Co, and RMC Shareholders aim to create a mutually beneficial partnership that leverages their respective expertise, resources, and market presence. This detailed and comprehensive agreement provides a solid foundation for a successful stock exchange, reinforcing the value and growth prospects for all entities involved.

The Wisconsin Amended Stock Exchange Agreement is a legally binding document that outlines the terms and conditions of a significant stock exchange transaction between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement aims to provide a detailed framework for the parties involved to exchange stocks and establish new ownership arrangements. Under this Amended Stock Exchange Agreement, SJW Corp, a prominent utility services holding company, seeks to acquire a substantial stake in Roscoe Moss Co and RMC Shareholders, a renowned manufacturer of water well screen and casing products. The agreement encompasses multiple types of transactions and modifications, each playing a crucial role in restructuring the ownership structure and enhancing business synergies. 1. Stock Exchange Transaction: The agreement governs the exchange of stocks between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It outlines the share ratios, valuation methodologies, and other aspects necessary to determine the exchange ratio and ensure a fair and equitable exchange of stocks. 2. Ownership Restructuring: The Amended Stock Exchange Agreement facilitates the realignment of ownership stakes among the three entities. It provides a detailed plan for transferring, issuing, and cancelling shares to achieve the desired ownership distribution. This restructuring aims to consolidate the strengths of each party and maximize their collective potential. 3. Governance and Management: The agreement also addresses the governance and management aspects of the post-exchange entity. It outlines the composition of the board of directors, voting rights, decision-making procedures, and other governance principles to ensure a smooth transition and effective management of the newly formed entity. 4. Financial Arrangements: The Amended Stock Exchange Agreement includes provisions related to the financial aspects of the transaction. It covers matters such as pricing, payment modalities, financial reporting requirements, and any other financial obligations that the parties need to fulfill during and after the stock exchange. 5. Legal and Regulatory Compliance: The agreement emphasizes the importance of complying with all relevant laws, regulations, and permits during the stock exchange process. It ensures that the transaction adheres to both state and federal laws governing the exchange of stocks and corporate transactions. By executing the Wisconsin Amended Stock Exchange Agreement, SJW Corp, Roscoe Moss Co, and RMC Shareholders aim to create a mutually beneficial partnership that leverages their respective expertise, resources, and market presence. This detailed and comprehensive agreement provides a solid foundation for a successful stock exchange, reinforcing the value and growth prospects for all entities involved.