Idaho 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 Idaho Amended Stock Exchange Agreement is a legally-binding document that outlines the revised terms and conditions for the exchange of stock between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement signifies a significant development in the business relationship between the parties involved, ensuring clarity and protection of rights for each party. The amended agreement comprises various provisions, which are of immense importance for all parties involved. Firstly, it defines the revised terms for the stock exchange, including the number of shares to be exchanged, the valuation of these shares, and any additional considerations or adjustments required. Clear guidelines are specified to determine the fair market value of the stocks, ensuring transparency and avoiding any potential disputes. Furthermore, the agreement emphasizes the rights and obligations of each party within the stock exchange. It highlights the voting rights associated with the exchanged shares, dividend entitlements, and any limitations or restrictions imposed on the transferred stocks. This comprehensive approach helps in preserving the interests and expectations of SJW Corp, Roscoe Moss Co, and RMC Shareholders, enabling them to make informed decisions regarding the exchange. The Idaho Amended Stock Exchange Agreement also addresses the terms of post-exchange activities. It elaborates on the responsibilities of each party regarding reporting requirements, financial disclosures, and compliance with applicable laws and regulations. These provisions aim to ensure that the exchange is conducted within the legal framework, minimizing potential risks and liabilities. Despite the comprehensive nature of the agreement, there may be different types or versions of the Idaho Amended Stock Exchange Agreement. These variations might pertain to specific amendments made to address unique circumstances or requirements of the parties involved. For instance, there could be distinct agreements tailored to address tax implications, regulatory considerations, or other contingencies associated with the stock exchange. In conclusion, the Idaho Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a meticulously crafted document that signifies a significant milestone in their business relationship. This detailed agreement covers various aspects of the stock exchange, ensuring fairness, transparency, and legal compliance. By addressing the rights, obligations, and post-exchange activities, this agreement aims to protect the interests of all parties involved and foster a mutually beneficial exchange.