Share Exchange Agreement between ZC Acquisition Corporation, Zefer Corporation and the stockholders of Zefer Corporation regarding acquiring shares from the shareholders in exchange for the shares of common stock dated April 30, 1999. 54 pages.
Harris Texas Share Exchange Agreement is a legally binding contract that outlines the terms and conditions of the exchange of shares between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement allows for the acquisition of Refer Corp. by ZC Acquisition Corp., resulting in the transfer of ownership and control of the company. Keywords: Harris Texas, Share Exchange Agreement, ZC Acquisition Corp., Refer Corp., stockholders, acquisition, transfer of ownership, control The Harris Texas Share Exchange Agreement aims to establish a fair and transparent process for the exchange of shares. It ensures that the rights and interests of both ZC Acquisition Corp. and the stockholders of Refer Corp. are protected. Key provisions of the Harris Texas Share Exchange Agreement include: 1. Exchange of Shares: This agreement defines the ratio at which ZC Acquisition Corp. will exchange its shares for the shares held by the stockholders of Refer Corp. The exchange ratio is determined based on various financial and operational factors. 2. Consideration: The agreement specifies the consideration that ZC Acquisition Corp. will offer in exchange for the shares of Refer Corp. This consideration can be in the form of cash, other securities, or a combination of both. 3. Representations and Warranties: Both ZC Acquisition Corp. and the stockholders of Refer Corp. provide representations and warranties regarding their respective ownership, authority, and financial condition. These representations and warranties are crucial in ensuring that the transaction is carried out in good faith and without any misrepresentation of facts. 4. Closing Conditions: The agreement specifies the conditions that need to be met before the closing of the share exchange. These conditions may include obtaining necessary corporate approvals, regulatory clearances, and the absence of any material adverse change in the business or financial condition of either party. 5. Termination: The Harris Texas Share Exchange Agreement includes provisions for its termination and the consequences of such termination. It outlines the circumstances under which either party can terminate the agreement and the rights and obligations of the parties in such a scenario. Types of Harris Texas Share Exchange Agreements: 1. Basic Share Exchange Agreement: This is the standard type of agreement that governs the exchange of shares between ZC Acquisition Corp., Refer Corp., and its stockholders. 2. Conditional Share Exchange Agreement: This type of agreement is executed when certain specific conditions need to be met before the share exchange can take place. These conditions may include regulatory approvals, third-party consents, or the completion of certain business milestones. 3. Reverse Share Exchange Agreement: In some cases, Refer Corp. may acquire ZC Acquisition Corp., leading to a reverse share exchange. This type of agreement outlines the terms and conditions of the reverse acquisition, including the exchange ratio and consideration. In summary, the Harris Texas Share Exchange Agreement is a comprehensive legal document that governs the exchange of shares between ZC Acquisition Corp., Refer Corp., and its stockholders. It ensures a fair and transparent process while protecting the rights and interests of all parties involved.
Harris Texas Share Exchange Agreement is a legally binding contract that outlines the terms and conditions of the exchange of shares between ZC Acquisition Corp., Refer Corp., and the stockholders of Refer Corp. This agreement allows for the acquisition of Refer Corp. by ZC Acquisition Corp., resulting in the transfer of ownership and control of the company. Keywords: Harris Texas, Share Exchange Agreement, ZC Acquisition Corp., Refer Corp., stockholders, acquisition, transfer of ownership, control The Harris Texas Share Exchange Agreement aims to establish a fair and transparent process for the exchange of shares. It ensures that the rights and interests of both ZC Acquisition Corp. and the stockholders of Refer Corp. are protected. Key provisions of the Harris Texas Share Exchange Agreement include: 1. Exchange of Shares: This agreement defines the ratio at which ZC Acquisition Corp. will exchange its shares for the shares held by the stockholders of Refer Corp. The exchange ratio is determined based on various financial and operational factors. 2. Consideration: The agreement specifies the consideration that ZC Acquisition Corp. will offer in exchange for the shares of Refer Corp. This consideration can be in the form of cash, other securities, or a combination of both. 3. Representations and Warranties: Both ZC Acquisition Corp. and the stockholders of Refer Corp. provide representations and warranties regarding their respective ownership, authority, and financial condition. These representations and warranties are crucial in ensuring that the transaction is carried out in good faith and without any misrepresentation of facts. 4. Closing Conditions: The agreement specifies the conditions that need to be met before the closing of the share exchange. These conditions may include obtaining necessary corporate approvals, regulatory clearances, and the absence of any material adverse change in the business or financial condition of either party. 5. Termination: The Harris Texas Share Exchange Agreement includes provisions for its termination and the consequences of such termination. It outlines the circumstances under which either party can terminate the agreement and the rights and obligations of the parties in such a scenario. Types of Harris Texas Share Exchange Agreements: 1. Basic Share Exchange Agreement: This is the standard type of agreement that governs the exchange of shares between ZC Acquisition Corp., Refer Corp., and its stockholders. 2. Conditional Share Exchange Agreement: This type of agreement is executed when certain specific conditions need to be met before the share exchange can take place. These conditions may include regulatory approvals, third-party consents, or the completion of certain business milestones. 3. Reverse Share Exchange Agreement: In some cases, Refer Corp. may acquire ZC Acquisition Corp., leading to a reverse share exchange. This type of agreement outlines the terms and conditions of the reverse acquisition, including the exchange ratio and consideration. In summary, the Harris Texas Share Exchange Agreement is a comprehensive legal document that governs the exchange of shares between ZC Acquisition Corp., Refer Corp., and its stockholders. It ensures a fair and transparent process while protecting the rights and interests of all parties involved.