Oregon 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 Oregon Amended Stock Exchange Agreement is a legally binding document involving SJW Corp, Roscoe Moss Co, and RMC Shareholders, which outlines the terms and conditions of a stock exchange transaction. This agreement represents a significant development in the business dealings between the entities involved. Key terms and provisions of the Oregon Amended Stock Exchange Agreement include the following: 1. Parties: The agreement involves SJW Corp, a publicly traded utility company, Roscoe Moss Co, a leading provider of water well casings, and RMC Shareholders, the shareholders of Roscoe Moss Co. 2. Stock Exchange: The agreement facilitates a stock exchange between SJW Corp and RMC Shareholders, whereby RMC Shareholders will transfer their shares to SJW Corp in exchange for SJW Corp's shares or other consideration as agreed upon. 3. Amended Agreement: The "amended" in the agreement's title suggests that it is a revision or modification to a previous stock exchange agreement. The agreement may contain specific details regarding the changes made and the reasons behind them. 4. Consideration: The agreement outlines the consideration that RMC Shareholders will receive in exchange for their shares. This consideration could include SJW Corp's common stock, preferred stock, cash, or a combination thereof. 5. Valuation: The agreement may specify the valuation methods used to determine the exchange ratio or share price for the transaction. These methods could include market-based valuations, book value calculations, or independent appraisals. 6. Conditions Precedent: The agreement may include conditions that must be fulfilled before the stock exchange takes place. These conditions could involve obtaining regulatory approvals, satisfying certain legal requirements, or obtaining the consent of specific parties. 7. Representations and Warranties: The parties involved may provide representations and warranties about the accuracy of the information provided, the ownership of shares, compliance with laws, and other relevant matters. These representations and warranties serve to protect the interests of all parties involved in the transaction. 8. Confidentiality and Non-Disclosure: The agreement is likely to contain provisions related to confidentiality and non-disclosure, safeguarding sensitive and proprietary information shared during the negotiation and execution process. It is important to note that the Oregon Amended Stock Exchange Agreement may come in various forms or versions, such as an initial agreement, an amended and restated agreement, or a supplemental agreement. Each of these versions may detail specific modifications, revisions, or additions to the original agreement, depending on the evolving needs or circumstances of the parties involved. Overall, the Oregon Amended Stock Exchange Agreement signifies a significant transaction in which SJW Corp acquires the shares of Roscoe Moss Co from its shareholders, ultimately impacting the ownership and corporate structure of the entities involved.