Fiscal Year Ending June 30, 2008 Sample Clauses

Fiscal Year Ending June 30, 2008. Guo agreed with Investors that in the event either: (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $0.89 on a fully diluted basis (the “2008 EPS”) or (ii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than $23,900,000.00 (the “2008 ATNI”), Guo would transfer, or cause to be transferred, to the Investors on a pro rata basis for no consideration other than their part of their respective Investment Amount at Closing 37.5% of the number of Shares issued at Closing. In the event that either (i) the earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than the 2008 EPS or (ii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is less than the 2008 ATNI, the Company has agreed that Xxxx will provide written instruction to the Escrow Agent instructing the Escrow Agent to issue and deliver certificates evidencing a total of 6,167,632 of the Escrow Shares to the Investors, in an amount to each Investor as set forth on Exhibit A attached hereto, on a pro rata basis (based upon each Investor’s Investment Amount indicated on such Investor’s signature page to the SPA) within 10 Business Days after the date which the Annual Report on Form 10-KSB for the Company for the fiscal year ending June 30, 2008 is filed with the Commission. The Escrow Agent need only rely on the letter of instruction from Xxxx in this regard and will disregard any contrary instructions. In the event that both the (i) earnings per share reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 EPS and (ii) the after tax net income reported in the Annual Report on Form 10-KSB of the Company for the fiscal year ending June 30, 2008, as filed with the Commission, is equal to or greater than the 2008 ATNI, Xxxx shall provide written instructions to the Escrow Agent for the release of 6,167,632 of the Escrow Shares to Guo or to the registered holder of such shares who originally deposited such shares with the Escrow Agent.
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Fiscal Year Ending June 30, 2008. The Make Good Pledgor agrees that if the Company’s After-Tax Net Income for the fiscal year ended June 30, 2008 reported in the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2008, as filed with the Commission (the “2008 Annual Report”) is less than $23,500,000 (the “2008 Guaranteed ATNI”), Xxxx shall provide written instruction (with a copy to the Company) and cause the Escrow Agent to instruct Transfer Agent to transfer to each Investor (in such Investor's name) on a pro rata basis (based upon such Investor’s Investment Amount relative to the aggregate Investment Amount of all Investors hereunder) for no additional consideration a number of shares of Common Stock as equals: [($23,500,000 - the actual After-Tax Net Income reported in the 2008 Annual Report)/$23,500,000] multiplied by 50% of the Underlying Shares which would be issuable in accordance with Section 6(a) of the Certificate of Designation (but without regard to any restrictions or caps on conversion contained in the Certificate of Designation or otherwise applicable to such Shares) upon a full conversion of such Investor’s Shares issued at Closing and then held at the time of such determination (the “2008 Make Good Shares”). The Escrow Agent need only rely on the letter of instruction from Xxxx in this regard and will disregard any contrary instructions. The Escrow Agent shall be entitled to rely on the calculations provided by Xxxx in releasing the Escrow Shares for disbursement, with no further responsibility to calculate or confirm amounts. If the 2008 Annual Report indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test specified above for such period, then no transfer to Investors of 2008 Make Good Shares shall be required by this Section and Xxxx shall provide written instruction (with a copy to the Company) to the Escrow Agent to return all 2008 Make Good Shares deposited with the Escrow Agent shall be returned to the Make Good Pledgor within 7 Business Days after the date which the Company’s 2008 Annual Report is filed with the Commission, provided that Escrow Agent is given notice of the 2008 Annual Report’s filing and results. Subject to the timing of the Transfer Agent, transfers of 2008 Make Good Shares required under this Section shall be made to Investors within 7 Business Days after the date which the Company’s 2008 Annual Report is filed with the Commission, provided that Escrow Agent is given notice of the 2008 Annual Report’s fi...

Related to Fiscal Year Ending June 30, 2008

  • Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.

  • Financial Year End The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year. AUDITS

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Quarterly Financials To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Fiscal Year; Accounting In the case of the Borrower, cause its fiscal year to end on December 31.

  • Quarterly Financial Statements As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.

  • Fiscal Year The fiscal year of the Partnership shall be the calendar year.

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

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