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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• 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

Connecticut Amended Stock Exchange Agreement is a legal document that outlines the terms and conditions of the exchange of stocks between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement represents a significant milestone in the corporate transactions and provides a detailed framework for the transfer of stock ownership. The agreement specifies the amendments made to the previous stock exchange agreement, highlighting any changes or modifications made to the original terms. It lays out the revised terms and conditions to ensure transparency and clarity for all parties involved. SJW Corp, a prominent water utility company, along with Roscoe Moss Co, an industry-leading manufacturer of water well products, have come together to enact this amended stock exchange agreement with RMC Shareholders. RMC Shareholders, being the owners of a successful water infrastructure company, are involved in the transaction as the selling party. This agreement comprises various essential provisions and clauses, such as the methods for valuing the stocks, the timeline for the exchange, and the obligations and responsibilities of each party. It covers the procedures for the execution of the exchange and the transfer of ownership rights, ensuring compliance with applicable laws and regulations. Under this Connecticut Amended Stock Exchange Agreement, SJW Corp, Roscoe Moss Co, and RMC Shareholders have envisaged several types of transactions, each with its own unique characteristics: 1. Stock-for-Stock Exchange: This type of transaction involves the exchange of stocks, where the shareholders of RMC transfer their ownership rights to SJW Corp and Roscoe Moss Co in return for stocks of the acquiring companies. 2. Cash-and-Stock Exchange: In this type of transaction, a combination of cash and stocks is exchanged. RMC Shareholders receive a certain amount of cash along with stocks from SJW Corp and Roscoe Moss Co based on the agreed terms. 3. Preferred Stock Exchange: Under this agreement, the parties may agree to exchange preferred stocks rather than common stocks. This exchange allows for different rights and preferences associated with the preferred stocks, such as dividend priority or liquidation preference. 4. Asset Exchange: In some instances, the agreement may involve an exchange of specific assets or business units instead of stocks. This alternative allows for a more targeted exchange, where RMC would transfer assets to SJW Corp and Roscoe Moss Co in exchange for equivalent assets or compensation. The detailed and comprehensive nature of the Connecticut Amended Stock Exchange Agreement ensures that all parties involved understand their rights, obligations, and expectations throughout the exchange process. It serves as a key legal document in facilitating a smooth and successful transfer of ownership, while also protecting the interests of all stakeholders involved.