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• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Middlesex
• 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 Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and thorough legal document that outlines the revised terms and conditions related to the stock exchange between these entities. This agreement holds great importance as it legally binds the involved parties and governs the exchange of stocks, ensuring transparency and compliance with applicable regulations. The Middlesex Massachusetts Amended Stock Exchange Agreement delineates the roles and responsibilities of each party involved. SJW Corp, a prominent water utility company, Roscoe Moss Co, a leading provider of water well systems, and RMC Shareholders, the existing shareholders of Roscoe Moss Co, all have distinct commitments outlined within this agreement. Key provisions included in this detailed agreement encompass the total number of shares to be exchanged, the valuation methods employed, the rights and privileges of shareholders, the conditions for the transfer of shares, and the specific timelines for executing the exchange. Other crucial aspects covered in this document include any potential restrictions or limitations on the transfer of shares, provisions for shareholder voting rights, and mechanisms for dispute resolution. The Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders alludes to various types of agreements within its scope, such as: 1. Stock Exchange Agreement: The stock exchange agreement itself, which forms the foundation of the document, presents the overall terms and conditions related to the exchange of stocks, including the share ratios and any financial considerations. 2. Amended Agreement: This represents the revised version of the original stock exchange agreement, indicating any updates, modifications, or additions made to the initial terms. These amendments could pertain to changes in share prices, the inclusion of new provisions, or adjustments to the exchange ratio, among other alterations for better clarity or alignment with current market conditions. 3. Shareholder Agreement: This agreement addresses the rights and obligations of the RMC Shareholders, ensuring their interests are protected during the stock exchange process. It highlights their entitlements, such as dividend payments, voting rights, and the procedures for transferring shares. The Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed is a highly significant legal document, serving as a reference point for the involved parties in managing the stock exchange process effectively, minimizing potential conflicts, and establishing a solid foundation for a mutually beneficial relationship.

The Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and thorough legal document that outlines the revised terms and conditions related to the stock exchange between these entities. This agreement holds great importance as it legally binds the involved parties and governs the exchange of stocks, ensuring transparency and compliance with applicable regulations. The Middlesex Massachusetts Amended Stock Exchange Agreement delineates the roles and responsibilities of each party involved. SJW Corp, a prominent water utility company, Roscoe Moss Co, a leading provider of water well systems, and RMC Shareholders, the existing shareholders of Roscoe Moss Co, all have distinct commitments outlined within this agreement. Key provisions included in this detailed agreement encompass the total number of shares to be exchanged, the valuation methods employed, the rights and privileges of shareholders, the conditions for the transfer of shares, and the specific timelines for executing the exchange. Other crucial aspects covered in this document include any potential restrictions or limitations on the transfer of shares, provisions for shareholder voting rights, and mechanisms for dispute resolution. The Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders alludes to various types of agreements within its scope, such as: 1. Stock Exchange Agreement: The stock exchange agreement itself, which forms the foundation of the document, presents the overall terms and conditions related to the exchange of stocks, including the share ratios and any financial considerations. 2. Amended Agreement: This represents the revised version of the original stock exchange agreement, indicating any updates, modifications, or additions made to the initial terms. These amendments could pertain to changes in share prices, the inclusion of new provisions, or adjustments to the exchange ratio, among other alterations for better clarity or alignment with current market conditions. 3. Shareholder Agreement: This agreement addresses the rights and obligations of the RMC Shareholders, ensuring their interests are protected during the stock exchange process. It highlights their entitlements, such as dividend payments, voting rights, and the procedures for transferring shares. The Middlesex Massachusetts Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed is a highly significant legal document, serving as a reference point for the involved parties in managing the stock exchange process effectively, minimizing potential conflicts, and establishing a solid foundation for a mutually beneficial relationship.