Share and Option Exchange. At the request of NCP-SBG, L.P., the Optionholder will exchange the Optionholder's New Shares and Options for shares of capital stock of an equivalent value of Holdco or options to acquire stock of equivalent value of Holdco pursuant to terms and conditions substantially similar to the terms and conditions of the Options. Upon any Share and Option Exchange, Holdco shall succeed to the rights and obligations of the Company hereunder and the shares and options issued by Holdco in the Share and Option Exchange shall be subject to the same rights and restrictions as the New Shares and the Options. The Company will endeavor to effect any Share Exchange in a manner that is tax efficient for all of its stockholders.
Appears in 6 contracts
Samples: Optionholder Earnout Agreement (Saratoga Beverage Group Inc), Optionholder Earnout Agreement (Saratoga Beverage Group Inc), Optionholder Earnout Agreement (Saratoga Beverage Group Inc)
