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”):
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. 5.1 For purposes of this Agreement, “
Disbursement of Escrow Shares. The Make Good Pledgor agrees that in the event that:
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 “
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 “
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.
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:
Disbursement of Escrow Shares. (a) In the event that the "Earnings Per Share on a Fully-Diluted Basis" (as defined below) of the Company for fiscal year 2010 is less than the "2010 Guaranteed EPS", the Escrow Agent (on behalf of the Make Good Pledgor) will, without any further action on the part of the Investors, transfer a number of 2010 Make Good Shares (as defined and calculated below) 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) ("Pro Rata Basis") as specified in Exhibit A to this Make Good Agreement for no consideration other than payment of their respective Investment Amount paid to the Company at Closing and without the need of any Investor to take any action with respect thereto. For purposes of this Agreement the 2010 Guaranteed EPS shall be the number determined by $18,147,165 divided by the total number of shares of the Common Stock outstanding immediately following the Closing. The aggregate number of "
Disbursement of Escrow Shares a. Upon achievement of the Milestones on or before the date associated with such Milestones on Exhibit A, the Company shall promptly provide written notice to the Escrow Agent and the Selling Shareholder of such achievement (the “Completion Notice”). Upon the passage of all of the Milestone dates set forth on Exhibit A for which the Company has not achieved all of the Milestones, the Company shall promptly provide written notice to the Escrow Agent and the Selling Shareholder of such failure to achieve the Milestones (the “Noncompletion Notice”). In carrying out its duties under this Agreement, the Escrow Agent need only rely on such written notices received from the Company and will disregard any contrary instructions.
