Wyoming 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 Wyoming Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and significant agreement that outlines the terms and conditions for a stock exchange between these three entities. This agreement involves the exchange of shares and ownership interests in a detailed and organized manner, ensuring transparency and fair treatment for all parties involved. One type of Wyoming Amended Stock Exchange Agreement is the "SJW Corp and Roscoe Moss Co Amended Stock Exchange Agreement." This particular agreement focuses on the stock exchange between SJW Corp and Roscoe Moss Co, detailing the specific terms and conditions applicable to these two entities. It includes provisions related to valuation, share exchange ratio, and any additional considerations relevant to this particular stock exchange. Another type is the "SJW Corp and RMC Shareholders Amended Stock Exchange Agreement." This agreement specifically concerns the stock exchange between SJW Corp and RMC Shareholders, encompassing the unique terms and conditions applicable to this exchange. It outlines the valuation of shares, exchange ratio, and any specific agreements or provisions relevant to this transaction. The agreement generally covers essential elements such as the effective date, purpose, and background of the stock exchange. It also includes details about the specific shares involved, including the number of shares to be exchanged by each party. Additionally, the agreement outlines the basic terms of the exchange, including the valuation methodology used and any adjustments or considerations that need to be taken into account. Moreover, the Wyoming Amended Stock Exchange Agreement establishes the timeline and process for completing the stock exchange. It includes provisions related to the closing of the transaction, transfer of shares, and any necessary approvals or consents required from regulatory bodies or shareholders. The agreement may also encompass provisions related to post-closing matters such as indemnification, representations, and warranties, ensuring the protection of all parties involved. Overall, the Wyoming Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed is a crucial document that ensures a fair and transparent stock exchange process between these entities. It provides a clear framework, addressing all relevant aspects and considerations to facilitate a successful transaction.

The Wyoming Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and significant agreement that outlines the terms and conditions for a stock exchange between these three entities. This agreement involves the exchange of shares and ownership interests in a detailed and organized manner, ensuring transparency and fair treatment for all parties involved. One type of Wyoming Amended Stock Exchange Agreement is the "SJW Corp and Roscoe Moss Co Amended Stock Exchange Agreement." This particular agreement focuses on the stock exchange between SJW Corp and Roscoe Moss Co, detailing the specific terms and conditions applicable to these two entities. It includes provisions related to valuation, share exchange ratio, and any additional considerations relevant to this particular stock exchange. Another type is the "SJW Corp and RMC Shareholders Amended Stock Exchange Agreement." This agreement specifically concerns the stock exchange between SJW Corp and RMC Shareholders, encompassing the unique terms and conditions applicable to this exchange. It outlines the valuation of shares, exchange ratio, and any specific agreements or provisions relevant to this transaction. The agreement generally covers essential elements such as the effective date, purpose, and background of the stock exchange. It also includes details about the specific shares involved, including the number of shares to be exchanged by each party. Additionally, the agreement outlines the basic terms of the exchange, including the valuation methodology used and any adjustments or considerations that need to be taken into account. Moreover, the Wyoming Amended Stock Exchange Agreement establishes the timeline and process for completing the stock exchange. It includes provisions related to the closing of the transaction, transfer of shares, and any necessary approvals or consents required from regulatory bodies or shareholders. The agreement may also encompass provisions related to post-closing matters such as indemnification, representations, and warranties, ensuring the protection of all parties involved. Overall, the Wyoming Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed is a crucial document that ensures a fair and transparent stock exchange process between these entities. It provides a clear framework, addressing all relevant aspects and considerations to facilitate a successful transaction.