Kansas 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

Kansas Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Introduction: The Kansas Amended Stock Exchange Agreement is a contractual arrangement entered into by SJW Corp, Roscoe Moss Co, and the shareholders of RMC (Roscoe Moss Co) that outlines the terms and conditions of a stock exchange transaction. This agreement serves as a legally binding document that governs the exchange of stock between the involved parties. The following sections will provide a detailed description of the Kansas Amended Stock Exchange Agreement, highlighting its significance, key components, and any possible variations or types of the agreement. Significance and Scope: The Kansas Amended Stock Exchange Agreement is a significant agreement that facilitates a stock exchange between SJW Corp, Roscoe Moss Co, and the shareholders of RMC. It allows for the consolidation of resources, leveraging synergies, and capitalizing on market opportunities. By enabling the seamless transfer of stock ownership, this agreement is pivotal in shaping the structure and ownership of the involved entities. Key Components: 1. Parties Involved: The three key parties involved in the agreement are SJW Corp, Roscoe Moss Co, and the shareholders of RMC. SJW Corp represents the acquiring company, Roscoe Moss Co represents the acquired company, and RMC shareholders represent the existing stockholders of RMC. 2. Stock Exchange Terms: The agreement outlines the terms of the stock exchange, including the conversion ratio, valuation methodology, and any pricing adjustments. It details how the stock of the acquired company will be exchanged for shares of the acquiring company. 3. Ownership and Control: The Kansas Amended Stock Exchange Agreement identifies the post-exchange ownership and control structure of the combined entity. It delineates the percentage of shares and voting rights held by each party and may include provisions regarding management roles and responsibilities. 4. Consideration: The agreement specifies the type and amount of consideration to be provided to the shareholders of the acquired company. This may involve a combination of cash, stock, or other assets as mutually agreed upon by the parties. 5. Conditions Precedent: The agreement may include conditions that need to be fulfilled before the stock exchange can take place. This could involve regulatory approvals, shareholder consent, or any other prerequisites deemed necessary for the transaction to proceed. Variations or Types: While the specific details may vary depending on the unique circumstances of each stock exchange transaction, the Kansas Amended Stock Exchange Agreement can generally be categorized into different types based on the nature of the exchange. These include: 1. Merger Agreement: If the stock exchange involves a merger between SJW Corp and Roscoe Moss Co, the agreement would be a merger agreement. It would encompass not only the exchange of stock but also the overall integration of the two entities. 2. Acquisition Agreement: When SJW Corp acquires a controlling stake in Roscoe Moss Co through the stock exchange, the agreement would be classified as an acquisition agreement. This underscores the acquisition of the target company's stock and its subsequent inclusion within the acquiring company's portfolio. 3. Share Sale Agreement: In some instances, the Kansas Amended Stock Exchange Agreement may involve the sale of shares by individual shareholders of RMC to SJW Corp. This type of agreement would be referred to as a share sale agreement. Conclusion: The Kansas Amended Stock Exchange Agreement facilitates a stock exchange transaction between SJW Corp, Roscoe Moss Co, and the shareholders of RMC. It establishes the terms, conditions, and considerations involved in the exchange, while also delineating the ownership and control of the combined entity. Through careful analysis and execution, this agreement enables the realization of strategic objectives, driving growth, and enhancing shareholder value.