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

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US-CC-12-1191
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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

Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed The Virginia Amended Stock Exchange Agreement is a legally binding document that outlines the revised terms and conditions of a stock exchange between SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement serves to facilitate the acquisition of Roscoe Moss Co by SJW Corp, while ensuring the rights and responsibilities of both parties and the shareholders involved. The primary purpose of this agreement is to establish the revised exchange ratio of shares between SJW Corp and Roscoe Moss Co. It specifies the number of SJW Corp shares that will be issued to the RMC Shareholders in exchange for their respective Roscoe Moss Co shares. The agreement also addresses any adjustments to the exchange ratio in case of certain circumstances, such as changes in the business operations or financial condition of either party. Furthermore, the Virginia Amended Stock Exchange Agreement includes provisions on the treatment of outstanding stock options and restricted stock units held by employees of both companies. It states how these equity-based compensations will be handled as part of the acquisition. This detailed agreement encompasses various clauses to ensure the smooth transition and integration of Roscoe Moss Co into SJW Corp. It outlines the obligations of each party, including financial and operational aspects. The agreement also contains provisions regarding the termination of the deal, set conditions under which it may be terminated by either party, and the consequences of such termination. It is important to note that there may be different types of Virginia Amended Stock Exchange Agreements by SJW Corp, Roscoe Moss Co, and RMC Shareholders depending on the specific terms and conditions agreed upon. These may include variations in the exchange ratio, treatment of certain assets or liabilities, or additional provisions catering to unique circumstances. Overall, the Virginia Amended Stock Exchange Agreement serves as a comprehensive and detailed contract that governs the acquisition of Roscoe Moss Co by SJW Corp. It establishes the terms of the stock exchange, outlines the rights and obligations of the involved parties and shareholders, and provides a framework for a successful and mutually beneficial transaction.

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

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