Make Good Provision. If Buyer vacates the Greensboro Facility and the Greensboro Warehouse Facility upon the expiration of the current term of the Greensboro Lease Agreements, Buyer shall provide Sellers 30 days prior written notice of Buyer’s intention to terminate the Greensboro Lease Agreement and vacate the Greensboro Facility and the Greensboro Warehouse Facility. Sellers shall remove any alterations, additions, or improvements constructed at the Greensboro Facility in accordance with Section 13 of the Greensboro Lease Agreement for the Greensboro Facility and Section 10 of the Greensboro Lease Agreement for the Greensboro Warehouse Facility and to otherwise repair any damage to the Premises (as such term is defined in the Greensboro Lease Agreements) that exist on the Closing Date to the extent such repairs are required to be made in accordance with the terms of the Greensboro Lease Agreements.
Make Good Provision. If, at the time a Conversion Notice is submitted by the Holder, the trading price of the Company’s common stock is below $0.11, this Make-Good Provision will go into effect (the “Make-Good”). Once the Make-Good is in effect, the Company agrees to pay the Holder the difference, in cash, of: a) 135% of the portion of the Principal Amount being converted per the Conversion Notice and b) the Principal Amount being converted per the Conversion Notice/$0.08 x closing price of the Company’s common stock at the time of conversion. The Company will have 10 business days from receiving written notice to make this cash payment. However, if the balance owed by the Company per this Make-Good is greater than $25,000, the holder agrees to allow the Company 40 business days from the date of the Conversion Notice to make full payment. The Company and Holder agree that if the Stock price rises above $0.11 at any time while the cash balance is outstanding and owed to the Holder by Company, the Holder will have the ability to convert the outstanding balance into free trading shares of the Company at the Conversion Price, per its rights in the Note and in accordance with applicable law.
Make Good Provision. 3.1 In addition to the Purchase Consideration mentioned in Clause 2.1 hereinabove, the Purchaser hereby undertakes to the Vendor that in the event by the end of each of the three (3) consecutive years stated in Column A of the Make Good Table hereinbelow (hereinafter referred to as “Measurement Date”) the aggregate number of Independent Business Owners (hereinafter referred to as “IBO”) who have contracted with and are retained by IRG Malaysia as registered users of the mobile solution apps services provided by IRG Malaysia, exceeds the numbers of IBO stated in column B of the Table hereinbelow (hereinafter referred to as “Make Good Condition”), then the Purchaser shall allot to the Vendor and/or the Vendor’s nominees the number of new shares of the Purchaser in the manner as stated in Column C of the Make Good Table hereinbelow (hereinafter referred to as “Make Good Shares”). MAKE GOOD TABLE (A) (B) (C) Measurement Date Make Good Condition Make Good Shares 1. 30th June, 2018 750,000 2,666,667 2. 30th June, 2019 2,000,000 2,666,667 3. 30th June, 2020 3,000,000 2,666,666 8,000,000 Each batch of the said Make Good Shares shall be shared between the Vendor and/or the Vendor’s nominee(s) in the proportions as set out in Section C of the Schedule hereto.
Make Good Provision. 54.1 Where any work undertaken by the Service Provider results in damage to the building or fittings in or around the Site or the work area, they are to repair the damage to the same standard before it was damaged, at no cost to ACBPS. All repair works are to be done so that they are consistent with the appearance and quality of the surrounding area so that a reasonable person would not consider a repair to have been undertaken.
Make Good Provision. The Company agreed to issue to the Subscribers certain shares common stock equal to 100% of the Purchased Shares sold in the Offering (“Make Good Shares”) in the event the Company fails to achieve the following financial performance thresholds for the 12-month periods ending December 31, 2010 (“2010”) and December 31, 2011 (“2011”). Fifty percent (50%) of the Make Good Shares shall be allocated for the 2010 Performance Threshold (as defined below) and shall be referred to as the “2010 Make Good Shares” and the remaining Fifty percent (50%) of the Make Good Shares shall be allocated for the 2011 Performance Threshold (as defined below) and shall be referred to as the “2011 Make Good Shares.”
Make Good Provision. Xxxxxxx Xxxxxxx, the Chairman and CEO of Trellis Earth Products, Inc., shall out of shares held by Xx. Xxxxxxx, deposit into escrow one share for each Share purchased by each Investor in this offering (the “Escrow Shares”). If in the event during the period commencing on the final closing date of the Offering through March 31, 2012: (i) the Company is not a reporting company pursuant to Section 15(d) of the Securities Act of 1933, as amended (the “Act”)and its securities are not traded or quoted on the OTCBB, NYSE AMEX, NYSE or NASDAQ and the Company has not raised in the aggregate $3,000,000 at a price of at least $1.50 per share; or (ii) there has not occurred a change in control of the Company with a valuation at a minimum of 150% of the current valuation; then the shares in escrow shall be distributed to the Investors who purchased Shares in this offering on a prorata basis so that each such Investor shall receive one additional share for each Share purchased in this offering. While the Escrow Shares are held in escrow, Xx. Xxxxxxx shall retain voting control of the EscrowShares. For purposes of the Offering Documents, a change of control shall be defined as a change in 51% of the ownership of the Company. This Section 2.10 is applicable only to those purchasers of the Shares offering at $1.00 per share who have executed this Agreement on or before June 30, 2011. The Company reserves the right to sell additional shares without the make-good provision beginning in July 1, 2011.
Make Good Provision. (a) In the event that the U.S. GAAP consolidated financial statements of the Company reflect less than $6,400,000 of After-Tax Net Income (“ATNI”) for the fiscal year ending December 31, 2011, an Affiliate of the Company (the “Make-good Pledgor”) agrees to transfer to the Purchasers on a pro rata basis, for no purchase price, 600,000 shares of the Company’s Common Stock owned by the Make-good Pledgor (the “2011 Make-good Shares”) pursuant to that certain Make Good Escrow Agreement dated as of even date herewith (the “Make Good Escrow Agreement”). In the event the U.S. GAAP consolidated financial statements of the Company reflect $6,400,000 or more of ATNI for the fiscal year ending December 31, 2011, no transfer of the 2011 Make-good Shares shall be requested by the Purchasers and such 2011 Make-good Shares shall be returned to the Make-good Pledgor.
Make Good Provision. 6.8.1 The Proposed Financing shall contain a "make good provision" setting forth that other than in connection with Exempt Issuances. (x) if the Company's actual after tax net income under U.S. GAAP for the fiscal year ending December 31. 2009 ("Actual 2009 Net Income") is less than $9,200,000 ("2009 Targeted Net Income"), or (y) if the Company's actual after tax net income under U.S. GAAP for the fiscal year ending December 31. 2010 ("Actual 2010 Net Income") is less than $12,000,000 ("2010 Targeted Net Income", together with the 2010 Targeted Net Income, the "Targeted Net Income"), then the Company shall issue, for each such occasion, to each Subscriber on a pro-rata basis (determined by dividing the Investor's Purchase Price by the aggregate Purchase Price delivered to the Company by the Investor hereunder). additional amount of shares of Common Stock (the "Adjustment Shares") equal to the percentage of variation of the Actual 2009 Net Income and Actual 2010 Net Income from the 2009 Targeted Net Income and 2010 Targeted Net Income respectively times the number of the Shares acquired by such Investor pursuant to this Agreement. For example, if the Actual 2009 Net Income is $8,280.000. which is a variation of 10% of the 2009 Targeted Net Income, then the Company shall issue to each Investor, shares of the Company's Common Stock, equal to a total of 10% of the Shares acquired by such Investor hereunder. The Investor will be granted piggyback registration rights in connection with the Adjustment Shares.
Make Good Provision. (1) The parties acknowledge that the investment and post-transaction shareholding ratio of Party C and Party D are based on certain representations made by Party B regarding La Chapelle’s future projected profits. Accordingly, upon the completion of the transactions under this Agreement, if La Chapelle’s audited net profits for 2008 (“2008 Audited Net Profit”) or 2009 (“2009 Audited Net Profit”) are less than 90% of the 2008 Target or 2009 Target set forth below, the founding shareholders agree that in either case, Party B shall transfer a percentage equity interest, out of Party’s B’s share holdings in La Chapelle, to Party C and Party D, pro rata in proportion to the holdings of Party C and Party D and in accordance with the formula set forth below.
Make Good Provision. In the event the Company elects, on or before the earlier of the 90-day anniversary of this Note or repayment thereof, to offer more favorable bridge financing terms to a third party investor, then in such event the terms hereof shall be modified to reflect the more favorable bridge financing terms.
