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

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Multi-State
Control #:
US-CC-12-1191
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Word; 
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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 Arkansas Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive document that outlines the revised terms and conditions of the stock exchange transaction between SJW Corp, Roscoe Moss Co, and the shareholders of RMC. This agreement aims to provide a detailed understanding of the exchange process, ensuring clarity and transparency for all parties involved. Key terms and provisions highlighted in the Arkansas Amended Stock Exchange Agreement include: 1. Definitions: This section defines key terms used throughout the agreement, ensuring that all parties have a common understanding of the terminology used. 2. Exchange Ratio: The document specifies the exchange ratio, which determines the number of shares to be exchanged between SJW Corp, Roscoe Moss Co, and RMC shareholders. 3. Consideration: Details about the consideration to be paid to RMC shareholders are discussed in this section, including any cash payments, stock options, or other forms of consideration. 4. Closing Process: The agreement outlines the steps and conditions necessary to complete the stock exchange transaction, including any regulatory approvals or third-party consents that may be required. 5. Representations and Warranties: Both SJW Corp and Roscoe Moss Co provide assurances to the RMC shareholders regarding their ownership interests, financial standing, and compliance with laws and regulations. 6. Indemnification: This section specifies the indemnification rights and obligations of each party, protecting them against any potential losses or liabilities arising from the stock exchange agreement. 7. Miscellaneous Clauses: Other important provisions, such as governing law, dispute resolution mechanisms, confidentiality obligations, and assignment restrictions, may also be included in the agreement. It is important to note that the Arkansas Amended Stock Exchange Agreement may have different types or versions based on the specific circumstances and requirements of SJW Corp, Roscoe Moss Co, and RMC shareholders. These variations may include different exchange ratios, consideration packages, or specific provisions tailored to individual needs. Some potential variations or types of the Arkansas Amended Stock Exchange Agreement could be: 1. Arkansas Amended Stock Exchange Agreement (Type 1): This version may focus on a specific cash consideration package, where RMC shareholders receive a fixed amount of cash in exchange for their shares. 2. Arkansas Amended Stock Exchange Agreement (Type 2): This variation could emphasize stock options as the primary form of consideration, allowing RMC shareholders to receive SJW Corp or Roscoe Moss Co stocks based on a predetermined formula or market value. 3. Arkansas Amended Stock Exchange Agreement (Type 3): This type may highlight unique representations and warranties tailored to a particular industry or sector, addressing specific regulatory or operational concerns related to the stock exchange transaction. In conclusion, the Arkansas Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a detailed legal document that outlines the revised terms and conditions of the stock exchange transaction. Its various types cater to different considerations and requirements, providing a comprehensive framework for the exchange process.

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

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