Contra Costa California Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders - Detailed

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Contra Costa
• 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 Contra Costa California Amended Stock Exchange Agreement is a comprehensive and legally binding contract between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement outlines the terms and conditions of the stock exchange transaction between these entities. Here is a detailed description of the main aspects of the agreement: 1. Parties Involved: The Contra Costa California Amended Stock Exchange Agreement involves three parties — SJW Corp, an established water utility company; Roscoe Moss Co, a leading manufacturer and distributor of water well screens and casings; and RMC Shareholders, the collective group of individuals who own shares in Roscoe Moss Co. 2. Purpose and Objectives: The agreement aims to facilitate the acquisition of Roscoe Moss Co by SJW Corp through a stock exchange arrangement. SJW Corp intends to strengthen its water utility business by merging with Roscoe Moss Co, thereby expanding its product line and enhancing its capabilities. RMC Shareholders, on the other hand, seek to exchange their shares for equivalent SJW Corp stock. 3. Stock Exchange Terms: The agreement details the specifics of the stock exchange process, including the exchange ratio, which determines the number of SJW Corp shares to be issued for each Roscoe Moss Co share. The agreement also outlines any applicable adjustments to this ratio based on financial or other agreed-upon factors during the closing period. 4. Governance and Management: The agreement lays out the governance structure and management changes resulting from the merger. It defines the composition of the board of directors and the roles and responsibilities of key executives in the post-merger entity. 5. Financial Considerations: The agreement addresses financial matters such as the valuation of the companies involved and any agreed-upon mechanisms to ensure fairness in the stock exchange. It also outlines any potential additional payments or contingencies that may arise during the merger process. 6. Regulatory Compliance: As a legally binding agreement, the Contra Costa California Amended Stock Exchange Agreement adheres to industry regulations and legal requirements. The agreement ensures compliance with all relevant local, state, and federal laws, including securities regulations and antitrust laws. 7. Confidentiality and Non-Disclosure: The agreement includes provisions to protect the confidentiality of proprietary information shared between the parties, prohibiting the dissemination of non-public information to third parties without prior agreement. Different types of Contra Costa California Amended Stock Exchange Agreements may exist based on variations in the terms and conditions agreed upon by the parties. Specific types may include agreements with different exchange ratios, contingent payment structures, or alternative mechanisms to address regulatory or financial considerations. In conclusion, the Contra Costa California Amended Stock Exchange Agreement outlines the terms, conditions, and objectives of the stock exchange transaction between SJW Corp, Roscoe Moss Co, and RMC Shareholders. By merging these entities, SJW Corp aims to expand its operations and product offerings while providing RMC Shareholders with an opportunity to exchange their Roscoe Moss Co shares for equivalent SJW Corp shares. This detailed agreement covers various aspects, including stock exchange terms, governance, financial considerations, regulatory compliance, and confidentiality measures.

Contra Costa California Amended Stock Exchange Agreement is a comprehensive and legally binding contract between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement outlines the terms and conditions of the stock exchange transaction between these entities. Here is a detailed description of the main aspects of the agreement: 1. Parties Involved: The Contra Costa California Amended Stock Exchange Agreement involves three parties — SJW Corp, an established water utility company; Roscoe Moss Co, a leading manufacturer and distributor of water well screens and casings; and RMC Shareholders, the collective group of individuals who own shares in Roscoe Moss Co. 2. Purpose and Objectives: The agreement aims to facilitate the acquisition of Roscoe Moss Co by SJW Corp through a stock exchange arrangement. SJW Corp intends to strengthen its water utility business by merging with Roscoe Moss Co, thereby expanding its product line and enhancing its capabilities. RMC Shareholders, on the other hand, seek to exchange their shares for equivalent SJW Corp stock. 3. Stock Exchange Terms: The agreement details the specifics of the stock exchange process, including the exchange ratio, which determines the number of SJW Corp shares to be issued for each Roscoe Moss Co share. The agreement also outlines any applicable adjustments to this ratio based on financial or other agreed-upon factors during the closing period. 4. Governance and Management: The agreement lays out the governance structure and management changes resulting from the merger. It defines the composition of the board of directors and the roles and responsibilities of key executives in the post-merger entity. 5. Financial Considerations: The agreement addresses financial matters such as the valuation of the companies involved and any agreed-upon mechanisms to ensure fairness in the stock exchange. It also outlines any potential additional payments or contingencies that may arise during the merger process. 6. Regulatory Compliance: As a legally binding agreement, the Contra Costa California Amended Stock Exchange Agreement adheres to industry regulations and legal requirements. The agreement ensures compliance with all relevant local, state, and federal laws, including securities regulations and antitrust laws. 7. Confidentiality and Non-Disclosure: The agreement includes provisions to protect the confidentiality of proprietary information shared between the parties, prohibiting the dissemination of non-public information to third parties without prior agreement. Different types of Contra Costa California Amended Stock Exchange Agreements may exist based on variations in the terms and conditions agreed upon by the parties. Specific types may include agreements with different exchange ratios, contingent payment structures, or alternative mechanisms to address regulatory or financial considerations. In conclusion, the Contra Costa California Amended Stock Exchange Agreement outlines the terms, conditions, and objectives of the stock exchange transaction between SJW Corp, Roscoe Moss Co, and RMC Shareholders. By merging these entities, SJW Corp aims to expand its operations and product offerings while providing RMC Shareholders with an opportunity to exchange their Roscoe Moss Co shares for equivalent SJW Corp shares. This detailed agreement covers various aspects, including stock exchange terms, governance, financial considerations, regulatory compliance, and confidentiality measures.