District of Columbia 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

The District of Columbia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed, is a contractual agreement that outlines the specific terms and conditions governing the exchange of stock between these entities. This agreement is particularly relevant in understanding the intricacies of the stock exchange process and the involvement of SJW Corp, Roscoe Moss Co, and RMC Shareholders in the District of Columbia. The agreement serves as a legally binding document, facilitating the exchange of shares between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It delineates the responsibilities, obligations, and rights of each party involved, ensuring a smooth and efficient transfer of ownership. Key aspects covered in this District of Columbia Amended Stock Exchange Agreement include the following: 1. Parties involved: The agreement clearly identifies and describes the participating entities, namely, SJW Corp, Roscoe Moss Co, and RMC Shareholders. It outlines their roles, ownership stakes, and the nature of their involvement in the stock exchange. 2. Stock exchange terms: This agreement provides an in-depth overview of the various terms and conditions associated with the stock exchange process. It outlines the specific number and type of shares being exchanged, the exchange ratio, and any adjustments made to reflect the market value of the shares. 3. Consideration: The agreement details the consideration to be given by each party for the exchange of shares. It may include cash payments, promissory notes, or other forms of agreed-upon compensation. 4. Representations and warranties: The agreement establishes the representations and warranties provided by SJW Corp, Roscoe Moss Co, and RMC Shareholders, ensuring that all parties involved have disclosed accurate and comprehensive information regarding their assets, liabilities, and financial standing. 5. Covenants and conditions: The agreement includes various covenants and conditions that must be fulfilled by each party, ensuring compliance with legal requirements and regulatory frameworks. These conditions may involve securing necessary approvals, consents, and clearances from relevant authorities. 6. Termination and amendment: The agreement outlines the circumstances under which the agreement can be terminated or amended, along with the procedures to be followed in such cases. It may also address the potential consequences of termination, including any financial implications or liability. Types of District of Columbia Amended Stock Exchange Agreement variants may include: 1. District of Columbia Amended Stock Exchange Agreement — Major Stakeholder: This variant specifically caters to agreements between SJW Corp, Roscoe Moss Co, and the major shareholders of RMC. It may involve larger volumes of shares or more significant financial considerations. 2. District of Columbia Amended Stock Exchange Agreement — Minority Stakeholder: In specific cases, where RMC has minority shareholders, this variant of the agreement may be utilized to outline the exchange terms between SJW Corp, Roscoe Moss Co, and the minority stakeholders. 3. District of Columbia Amended Stock Exchange Agreement — Strategic Partnership: If SJW Corp and Roscoe Moss Co enter into a strategic partnership, this variant of the agreement may be used to define the terms of their collaboration, incorporating elements of stock exchange alongside joint ventures or other cooperative efforts. In conclusion, the District of Columbia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed, serves as a comprehensive and legally binding document that establishes the terms and conditions for the exchange of shares. It outlines the roles, responsibilities, and rights of each involved party while ensuring compliance with regulatory requirements and providing a framework for a successful stock exchange.