Disbursement of Escrow Shares Sample Clauses

Disbursement of Escrow Shares a. Each Make Good Pledgor agrees that, upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2010 with the Commission (the “2010 Annual Report”), the Escrow Shares will be transferred to the Company and/or returned to each Make Good Pledgor, in order to cause the Company to achieve, to the extent possible, After-Tax Net Earnings Per Share for the fiscal year ending December 31, 2010 of at least $0.80 per Share (the “2010 Target EPS”): 1. If the Company’s 2010 After-Tax Net Income divided by all issued and outstanding Shares (including the Escrow Shares) is at least equal to the 2010 Target EPS, then all Escrow Shares will be returned to the respective Make Good Pledgors. In such case, A&S shall provide written instruction (with a copy to the Company) and direct the Escrow Agent to return all such Escrow Shares to the respective Make Good Pledgors. 2. If the Company’s 2010 After-Tax Net Income divided by all issued and outstanding Shares (including the Escrow Shares) is less than the 2010 Target EPS, then A&S shall provide written instruction (with a copy to the Company) and direct the Escrow Agent (a) to return to the Make Good Pledgors (on a pro rata basis to each Make Good Pledgor) the number of Escrow Shares equal to: and (b) to instruct the Transfer Agent to transfer to the Company (on a pro rata basis from each Make Good Pledgor) for no additional consideration a number of Make Good Shares that is equal to: In the event the formulas set forth in Section 4(a)(2) would result in a fractional number of Escrow Shares being returned to any Make Good Pledgor, such fractional number shall be disregarded. In no event shall the failure by the Company to achieve the 2010 Target EPS result in the delivery by the Make Good Pledgors to the Company of a number of shares that is in excess of the number of Escrow Shares pledged hereunder. Subject to the timing of the Transfer Agent, transfers required under this Section shall be made to the Company within 30 Business Days after the date which the 2010 Annual Report is filed with the Commission, provided that Escrow Agent is given notice of the 2010 Annual Report’s filing and results. If the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2010 specify that the 2010 Target EPS shall have been achieved, no transfer of the Escrow Shares to the Company shall be required by this Section and A&S shall provide written instruction (with a...

Disbursement of Escrow Shares. (i) The Stockholders have covenanted to the Investors that the Company will attain the following financial performance threshold (the “Performance Threshold”): Earnings Per Share of $0.46, such “Earnings Per Share” to be calculated by dividing the Comprehensive Income, as defined in accordance with US GAAP and reported by the Company in its 2007 financial statements for the fiscal year (“FY07”) ending December 31, 2007, as adjusted as set forth below, by the number of fully diluted shares of the Company immediately following the closing of the transactions contemplated by the Securities Purchase Agreement. The Company will provide the Investor Representative and Vision Opportunity Master Fund, Ltd. with its audited financial statements, prepared in accordance with US GAAP, consistently applied with its 2006 financial statements, as adjusted as set forth below, on or before March 31, 2008 so as to allow the Investor Representative the opportunity to evaluate whether the Performance Threshold was attained. Comprehensive Income as defined in accordance with US GAAP shall include currency adjustments and exclude the following: (a) gains or losses on sales or disposition of assets outside of normal business; (b) asset impairments and write-downs; (c) litigation costs of claims judgments or settlements; (d) changes in tax law or rate, including the impact on deferred tax liabilities; (e) uninsured catastrophic property losses; (f) the cumulative of changes in accounting principles; (g) extraordinary items described in Accounting Principles Board Opinion No. 30; (h) acquisitions or unbudgeted costs incurred related to future acquisitions; (i) gains or losses on, or charges related to, refinancings or extinguishment of debt; (j) recognition of deferred tax assets or loss carry forwards; (k) expenses relating to the issuance of stock or to the share exchange; (l) impact of unanticipated accounting changes. (ii) If the Company’s Earnings Per Share for FY07 is less than $0.23 (50% of the Performance Threshold), then the Performance Threshold will be deemed not to have been achieved, and all of the Escrow Shares shall be delivered to the Investors. The Company shall provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver within ten (10) business days following delivery of the FY07 financial statements to the Investor Representative certificates registered in the name of each Investor evidencing the Investor’s pro rata portion ...

Disbursement of Escrow Shares. The Make Good Pledgor agrees that in the event that:

Disbursement of Escrow Shares. Wonder covenanted to the Subscribers that Wonder would attain the following financial performance thresholds (the "Performance Thresholds"): $8,140,000 million of Net Income ("NI") for the fiscal year ("FY06") ending December 31, 2006 (the "2006 Threshold") and $12,713,760 of NI for the fiscal year ("FYO7") ending December 31, 2007 (the "2007 Threshold"). The Company will provide the Subscriber Representative with (a) its audited financial statements, prepared in accordance with US GAAP, on or before March 31, 2007 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2006 Threshold was attained and (b) its audited financial statements, prepared in accordance with U.S. GAAP, on or before March 31, 2008 so as to allow the Subscriber Representative the opportunity to evaluate whether the 2007 Threshold was attained. If the 2006 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xxstructing the Escrow Agent to issue and deliver within ten business days following delivery of the FY06 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2006 Escrow Shares. If the 2007 Threshold is not achieved, the Company shall cause its special securities counsel, Thelen Reid & Priest LLP, to provide written instruction to the Escrxx Xxxxx xx issue and deliver within ten business days following delivery of the FY07 financial statements to the Subscriber Representative certificates registered in the name of each Subscriber evidencing the Subscriber's pro rata portion of the 2007 Escrow Shares. Each Subscriber's portion of the required number of Escrow Shares shall be equal to such Subscriber's pro rata portion of such required number of Escrow Shares (based upon the respective number of shares of Wonder's capital stock acquired by each Subscriber pursuant to the Subscription Agreement). Notwithstanding anything to the contrary herein, only those Subscribers who remain stockholders of the Company at the time that any Escrow Shares become deliverable hereunder shall be entitled to their pro rata portion of such Escrow Shares. The Subscriber Representative shall thereafter promptly deliver to the Subscribers such certificates. The Escrow Agent need only rely on the letter of instruction from Thelen Reid & Priest LLP in this regard. If t...

Disbursement of Escrow Shares a. The Make Good Pledgor agrees that in the event that the After Tax Net Income (as defined below) reported in the Annual Report of the Company for the fiscal year ending December 31, 2010, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission) (the “2010 Annual Report”) is less than $8,000,000 (the “2010 Guaranteed ATNI”), the Escrow Agent (on behalf of the Make Good Pledgor) will transfer the 2010 Make Good Shares to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors under the Securities Purchase Agreement) as specified in Exhibit A to this Agreement for no consideration other than payment of their respective Investment Amount paid to the Company at Closing and without any need for action or notice by or on behalf of any Investor. The “2010 Make Good Shares” means the number of shares of Common Stock calculated using the following formula, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions: “2010 Make Good Shares” = [(2010 Guaranteed ATNI – 2010 Audited ATNI)/$8,000,000] * 50% of the Escrow Shares”

Disbursement of Escrow Shares a. In the event that the Earnings Per Share (as defined below) reported in the Annual Report of the Company for the fiscal year ending December 31, 2010, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission) (the “2010 Annual Report”) is less than $0.50 per share on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2010 Guaranteed EPS”), the Escrow Agent (on behalf of the Make Good Pledgor) will transfer the 2010 Make Good Shares to the Investors on a pro rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors under the Securities Purchase Agreement) as specified in Exhibit A to this Agreement for no consideration other than payment of their respective Investment Amount paid to the Company at Closing and without any need for action or notice by or on behalf of any Investor. The “

Disbursement of Escrow Shares. The Escrow Agent will hold the Escrow Shares and release them to Indemnitor or Make Good Pledgor on or before March 31, 2009, upon determination by audits of the net income of KUN RUN Biotechnology LTD, and its consolidated subsidiaries for the year ending December 31, 2008. Net income shall be determined in accordance with generally accepted accounting principles, except that there shall be added back to income any expense resulting from (i) payments to Halter Capital Corp. under the terms of the Consulting Agreement dated August 15, 2008, and (ii) release of the Escrow Shares (the “2008 Income”) to Make Good Pledgor. (a) If the 2008 Income is equal to or greater than USD 7,000,000, then all of the Escrow Shares shall be released and returned to Make Good Pledgor. (b) If the 2008 Income is less than USD 7,000,000, but equal to or greater than USD 6,000,000, then 50% of the Escrow Shares shall be released and issued to Indemnitor and 50% returned to Make Good Pledgor. (c) If the 2008 Income is less than USD 6,000,000, but equal to or greater than USD 5,000,000, then 75% of the Escrow Shares shall be released and issued to Indemnitor and 25% returned to Make Good Pledgor. (d) If the 2008 Income is less than USD 5,000,000, then all of the Escrow Shares shall be released and issued to Indemnitor.

Disbursement of Escrow Shares. 5.1 For purposes of this Agreement, “Net Income” means net income as defined under United States generally accepted accounting principles (“GAAP”), consistently applied, for the Company, except that the Company’s income is subject to tax at an assumed 25% rate and provided further that the Company’s Net Income shall be increased by any non-cash charges incurred as a result of the Offering (due to non-cash amortization on warrants and loss from change in fair value of the Warrants charged to the Company’s results of operation, if any, and if and to the extent previously subtracted in the calculation of Net Income in accordance with GAAP). The Company’s Net Income for the fiscal year ending December 31, 2009 (“FY09”) and fiscal year ending December 31, 2010 (“FY10”) shall also be increased by any cash and non-cash charges related to the share exchange agreement dated October 22, 2009, by and among the Company, Merit Times International Limited, a company incorporated under the laws of the British Virgin Islands (“Merit Times”), and each of the shareholders of Merit Times, and this Offering, including but not limited to the following: attorney’s fees, professional fees, consulting fees, xxxxx filing fees, auditing fees and any liquidated damages pursuant to Section 7.1 of the Subscription Agreements.

Disbursement of Escrow Shares a. The Company agrees that in the event that the After Tax Net Income (as defined below) reported in the Annual Report of the Company for the fiscal year ending December 31, 2008, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission) (the “2008 Annual Report”), is less than $4,800,000 (the “2008 Guaranteed ATNI”), the Company will transfer to each Investor on a pro-rata basis (determined by dividing each Investor’s Investment Amount by the aggregate of all Investment Amounts delivered to the Company by the Investors hereunder) for no consideration other than their respective Investment Amounts paid to the Company at Closing, the 2008 Make Good Shares. The “2008 Make Good Shares” means the 1,000,000 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Make Good Escrow Agent pursuant to the Make Good Escrow Agreement.

Disbursement of Escrow Shares. The Pledgor agrees that upon the occurrence of an Event of Default, the Obligations shall be due immediately and payable without notice, and the Investors and their affiliates may exercise the following rights and remedies: a. at the Investors’ option, without demand upon the Pledgor to instruct and notify the Escrow Agent with a written notice to sell such amount of the Shares as may be necessary to yield the sums then owed to the Investors as a result of an Event of Default; or b. at the Investors’ option, without demand upon the Pledgor, to instruct the Escrow Agent with a written notice to transfer and register in the Investors’ own names (or in the names of their respective nominees), on a pro rata or any other basis agreed to by the Investors such amount of the Shares that are equal to all sums then owed the Investors.