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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Harris
• 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 Harris Texas Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and intricate document that outlines the terms and conditions of a strategic stock exchange in the state of Texas. This agreement involves SJW Corp, Roscoe Moss Co, and the shareholders of RMC Corporation, creating a partnership that is aimed at mutually benefiting all involved parties. The purpose of the Harris Texas Amended Stock Exchange Agreement is to define the roles, responsibilities, obligations, and benefits of each entity involved in the exchange. It serves as a legally binding contract that ensures transparency, clarity, and fair treatment for all parties. This agreement is a crucial component of any stock exchange process as it dictates the terms of the transaction and ensures that it is conducted in accordance with applicable laws and regulations. Some specific types of Harris Texas Amended Stock Exchange Agreements by SJW Corp, Roscoe Moss Co, and RMC Shareholders include: 1. Equity Exchange Agreement: This type of agreement outlines the exchange of equity or ownership shares between SJW Corp and RMC Shareholders. It specifies the number of shares to be exchanged, the valuation methodology, any additional considerations, and any prerequisites for the completion of the exchange. 2. Asset Exchange Agreement: This type of agreement pertains to the exchange of specific assets between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It details the assets being exchanged, their valuation, any financial considerations, and any conditions for the completion of the exchange, such as regulatory approvals or due diligence processes. 3. Governance Agreement: In some cases, a governance agreement may be included as part of the Harris Texas Amended Stock Exchange Agreement. This document outlines the governance structure of the newly formed partnership between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It defines the composition of the board of directors, voting rights, decision-making processes, and any other key governance provisions. 4. Confidentiality Agreement: This type of agreement is common and safeguards sensitive information shared during the negotiation and execution of the Harris Texas Amended Stock Exchange Agreement. It ensures that all parties involved maintain strict confidentiality regarding the terms, conditions, and financial details of the exchange. Overall, the Harris Texas Amended Stock Exchange Agreement represents a significant milestone in the business collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It solidifies their commitment to working together, outlines the terms of their mutually beneficial transaction, and establishes a framework for their ongoing partnership.