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 a. 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 $10,000,000 (the "2008 Guaranteed ATNI"), the Escrow Agent (on behalf of the Make Good Pledgor) will, without any further action on the part of the Investors, transfer all of the 2008 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. The "2008 Make Good Shares" means 834,699 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Escrow Agent in respect of the 2008 Guaranteed ATNI pursuant to the terms of this Make Good Agreement. In the event that the After Tax Net Income as reported in the in the Annual Report of the Company for the fiscal year ending December 31, 2009, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission) (the "2009 Annual Report"), is less than $14,000,000 (the "2009 Guaranteed ATNI"), the Escrow Agent (on behalf of the Make Good Pledgor) will transfer all of the 2009 Make Good Shares to the Investors, without any further action on the part of 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. The "2009 Make Good Shares" means the 834,699 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) required to be deposited with the Escrow Agent in respect of the 2009 Guaranteed ATNI pursuant to the terms of this Make Good Agreement. For purposes hereof, "After Tax Net Income" shall mean the Company’s operating income after taxes...

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

Disbursement of Escrow Shares. 5.1 For purposes of this Agreement, “After Tax 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 After Tax 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 After Tax Net Income in accordance with GAAP). The Company’s After Tax Net Income for the fiscal year ending December 31, 2010 (“FY10”) and the fiscal year ending December 31, 2011 (“FY11”) shall also be increased by any cash and non-cash charges related to the Share Exchange Agreement dated April 14, 2010, by and among Dragon, Leewell, the sole shareholder of Leewell and such shareholder’s sole shareholder, 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 8.1 of the Subscription Agreement. Notwithstanding the foregoing or anything else to the contrary herein, for purposes of determining whether or not any of the Performance Thresholds (as defined below) have been met, the release of any of the Escrow Shares to the Make Good Shareholder as a result of the operation of this Section 5 and any related expense recorded under GAAP, shall not be deemed to be an expense, charge, or any other deduction from revenues even though GAAP may require contrary treatment or the annual report for the respective fiscal years filed with the Securities and Exchange Commission by the Company may report otherwise. For purposes hereof, “Earnings Per Share” shall mean the Company’s After Tax Net Income (for the relevant fiscal year) divided by the weighted average number of Ordinary Shares of the Company outstanding at the end of the calculation period, adjusted for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in any offerings or pursuant to the exercise of any warrants, options, or other securities issued by the Company during or prior to the calculation period and calculated on a fully diluted basis.

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. 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. 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 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.

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. 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.