Allegheny Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders - Detailed

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Allegheny
• 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 Allegheny Pennsylvania Amended Stock Exchange Agreement is a legal contract involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement outlines the terms and conditions for the exchange of stocks and shares among these entities, bringing about significant changes and amendments. The Allegheny Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive document that addresses various aspects of the transaction, ensuring a detailed and legally binding arrangement. It encompasses various types and components, including: 1. Stock Exchange Terms: This section of the agreement defines the terms and conditions under which the exchange of stocks and shares will take place. It encompasses transactions related to SJW Corp, Roscoe Moss Co, and RMC Shareholders. 2. Governance and Board Representation: The amended agreement also covers matters related to corporate governance and board representation. It outlines the rights and responsibilities of each party involved, ensuring a fair and balanced decision-making process. 3. Voting Rights and Dividends: This agreement highlights the voting rights and dividend entitlements of the involved parties. It focuses on aligning shareholder interests and establishing a clear framework for decision-making. 4. Financial Considerations: The financial considerations within the agreement pertain to the valuation of stocks and shares, payment terms, and any additional financial obligations. The agreement ensures transparency and fairness in all financial aspects of the transaction. 5. Transfer of Assets and Liabilities: It also addresses the transfer of assets and liabilities between the parties involved. This ensures a smooth transition of ownership and clarifies responsibilities pertaining to debts, contracts, and any other obligations. 6. Confidentiality and Non-Disclosure: To protect sensitive information, the amended agreement includes provisions regarding confidentiality and non-disclosure. This ensures that all parties maintain strict confidentiality and refrain from disclosing any proprietary or confidential information shared during the negotiation and execution of the agreement. 7. Amendments and Termination: The Allegheny Pennsylvania Amended Stock Exchange Agreement provides guidelines for making amendments or terminating the agreement. It stipulates the process and conditions under which changes or terminations can be made, safeguarding the interests of all parties involved. 8. Governing Law and Jurisdiction: This section specifies the applicable laws and jurisdiction governing the agreement. It helps establish a legal framework for dispute resolution and ensures the enforcement of the agreement's provisions in Allegheny, Pennsylvania. Overall, the Allegheny Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders encompasses various crucial elements, features, and clauses essential for a detailed and comprehensive legal contract.

Allegheny Pennsylvania Amended Stock Exchange Agreement is a legal contract involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement outlines the terms and conditions for the exchange of stocks and shares among these entities, bringing about significant changes and amendments. The Allegheny Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive document that addresses various aspects of the transaction, ensuring a detailed and legally binding arrangement. It encompasses various types and components, including: 1. Stock Exchange Terms: This section of the agreement defines the terms and conditions under which the exchange of stocks and shares will take place. It encompasses transactions related to SJW Corp, Roscoe Moss Co, and RMC Shareholders. 2. Governance and Board Representation: The amended agreement also covers matters related to corporate governance and board representation. It outlines the rights and responsibilities of each party involved, ensuring a fair and balanced decision-making process. 3. Voting Rights and Dividends: This agreement highlights the voting rights and dividend entitlements of the involved parties. It focuses on aligning shareholder interests and establishing a clear framework for decision-making. 4. Financial Considerations: The financial considerations within the agreement pertain to the valuation of stocks and shares, payment terms, and any additional financial obligations. The agreement ensures transparency and fairness in all financial aspects of the transaction. 5. Transfer of Assets and Liabilities: It also addresses the transfer of assets and liabilities between the parties involved. This ensures a smooth transition of ownership and clarifies responsibilities pertaining to debts, contracts, and any other obligations. 6. Confidentiality and Non-Disclosure: To protect sensitive information, the amended agreement includes provisions regarding confidentiality and non-disclosure. This ensures that all parties maintain strict confidentiality and refrain from disclosing any proprietary or confidential information shared during the negotiation and execution of the agreement. 7. Amendments and Termination: The Allegheny Pennsylvania Amended Stock Exchange Agreement provides guidelines for making amendments or terminating the agreement. It stipulates the process and conditions under which changes or terminations can be made, safeguarding the interests of all parties involved. 8. Governing Law and Jurisdiction: This section specifies the applicable laws and jurisdiction governing the agreement. It helps establish a legal framework for dispute resolution and ensures the enforcement of the agreement's provisions in Allegheny, Pennsylvania. Overall, the Allegheny Pennsylvania Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders encompasses various crucial elements, features, and clauses essential for a detailed and comprehensive legal contract.