Make Good Shares. Make Good Pledgor is the sole record and beneficial owner of the 2007 Make Good Shares and 2008 Make Good Shares, and holds such shares free and clear of all pledges, liens and encumbrances.
Make Good Shares. (a) Xxxxxx Xxx agrees that in the event the consolidated financial statements of the Company reflect less than $12,000,000.00 of After-Tax Net Income for the fiscal year ended June 30, 2006 (the “Guaranteed NI”), he will transfer to the Investors (through the Make Good Escrow Agent) 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 (the “2006 Make Good Shares”). In the event the audited consolidated financial statements of the Company reflect $12,000,000 or more of After-Tax Net Income for the fiscal year ended June 30, 2006, no transfer of the 2006 Make Good Shares shall be required by Xxxxxx Xxx (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to Xxxxxx Xxx in accordance with the Make Good Escrow Agreement. Any such transfer of the 2006 Make Good Shares under this Section shall be made to an Investor within 10 Business Days after the date which the 2006 audit report for the Company is filed with the Commission and otherwise in accordance with the Make Good Escrow Agreement.
(b) Xxxxxx Xxx agrees that 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, 2007, as filed with the Commission, is less than $0.60 on a fully diluted basis (the “2007 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, 2007, as filed with the Commission, is less than $16,000,000.00 (the “2007 ATNI”), he will transfer to the Investors (through the Make Good Escrow Agent) 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 (the “2007 Make Good Shares”). 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 $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”), Xxxxxx Xxx agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideratio...
Make Good Shares. (a) The Make Good Pledgor agrees that in the event that either (i) the Earnings Per Share (as defined below) reported in the 2009 Annual Report is less than 2009 Guaranteed EPS or (ii) the After Tax Net Income (as defined below) reported in the 2009 Annual Report is less than $12,000,000 (the “2009 Guaranteed ATNI”), the Make Good Pledgor will transfer (in accordance with the Make Good Escrow Agreement) 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 hereunder) for no consideration other than payment of their respective Investment Amount paid at Closing, the 2009 Make Good Shares. “After Tax Net Income” shall mean the Company’s income after taxes for the fiscal year ending June 30, 2009 determined in accordance with GAAP as reported in the 2009 Annual Report. “Earnings Per Share” shall mean the Company’s After Tax Net Income divided by the number of shares of common stock of the Company outstanding on a fully diluted basis. In the event that the After Tax Net Income reported in the 2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI and the Earnings Per Share is greater than the 2009 Guaranteed EPS, no transfer of the 2009 Make Good Shares shall be required by the Make Good Pledgor to the Investors and such 2009 Make Good Shares shall be returned in accordance with the Make Good Escrow Agreement. Any such transfer of the 2009 Make Good Shares shall be made within ten (10) Business Days after the date which the 2009 Annual Report is filed. Notwithstanding anything to the contrary contained herein, in determining whether the Company has achieved the 2009 Guaranteed ATNI or 2009 Guaranteed EPS, the Company may disregard any compensation charge or expense required to be recognized by the Company under GAAP resulting from the release of the 2009 Make Good Shares to Make Good Pledgor if and to the extent such charge or expense is specified in the Company’s independent auditor’s report for the relevant year, as filed with the Commission. No other exclusions shall be made for any non-recurring expenses of the Company, including liquidated damages under the Transaction Documents, in determining whether 2009 Guaranteed ATNI or 2009 Guaranteed EPS have been achieved. If prior to the second anniversary of the filing of the 2009 Annual Report, the Company or their auditors report or recognize that the financial statemen...
Make Good Shares. Xxxxxx Xxx shall deliver, or cause to be delivered, (i) to the Make Good Escrow Agent a stock certificate evidencing 18,502,896 shares of the Company's Common Stock, along with a stock power executed in blank and (ii) to the Company, the Make Good Escrow Agreement, duly executed by Xx. Xxx.
Make Good Shares. If any Make Good Shares are deliverable to the Purchasers pursuant to the Purchase Agreement and in accordance with this Escrow Agreement, (i) the Make Good Pledgors covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Make Good Shares from the Make Good Pledgors to the Purchasers and (ii) following its receipt of the documents referenced in Section 6(i), the Company covenants and agrees to promptly reissue such Make Good Shares in the applicable Investor's name and deliver the same as directed by such Investor. Until such time as (if at all) the Make Good Shares are required to be delivered pursuant to the Purchase Agreement and in accordance with this Escrow Agreement, any dividends payable in respect of the Make Good Shares and all voting rights applicable to the Make Good Shares shall be retained by the Make Good Pledgors. Should the Escrow Agent receive dividends or voting materials, such items shall be passed immediately on to the Make Good Pledgors and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgors.
Make Good Shares. The Company covenants and agrees that upon any transfer under Article 5 of 2008 Make Good Shares and 2009 Make Good Shares to the Investors in accordance with Section 5 of the Make Good Escrow Agreement, the Company shall promptly reissue such 2008 Make Good Shares or 2009 Make Good Shares in the applicable Investor’s name and deliver the same as directed by such Investor.
Make Good Shares. (a) The Make Good Pledgor agrees that in the event that the After Tax Net Income reported in the 2010 Report, after converting into Renminbi (“RMB”) using the applicable currency translation rate as set forth in the 2010 Report (the “2010 Reviewed ATNI”), is less than RMB 45,997,157 (the “2010 Guaranteed ATNI”), a number of Escrowed Shares (as defined and calculated below) shall be transferred in accordance with the Make Good Escrow Agreement to the Make Good Beneficiaries on a pro rata basis (determined by dividing (1) the number of shares purchased by each Investor hereunder or held by each non-Investor Make Good Beneficiary (as the case may be) by (2) the sum total number of shares purchased by each Investor hereunder plus the number of shares owned by each non-Investor Make Good Beneficiary) for no consideration and without the need of any Make Good Beneficiary to take any action with respect thereto (the “2010 Make Good Shares”). The aggregate number of “2010 Make Good Shares” means a number of shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) calculated using the following formula: 5,023,816 x [1 – (RMB 24,002,843 + 2010 Reviewed ATNI) / RMB 70,000,000)]2 x 8.4542 Notwithstanding the foregoing, in no event shall the Make Good Pledgor be obligated to transfer more than 7,492,154 shares to the Make Good Beneficiaries, as a combined group.
Make Good Shares. The Make Good Pledgor is the sole record and beneficial owners of the ATNI Make Good Shares (defined below) and the Revenue Make Good Shares (defined below), and holds such shares free and clear of all liens. “Make Good Pledgor” shall defined herein as Xxxxxxx X. Xxx.
Make Good Shares. In the event the consolidated financial statements of the Company reflect less than $7 million of After-Tax Net Income for the fiscal year ending December 31, 2006 (the "First Guaranteed NI"), Cxxxx Xx agrees to transfer to the Purchasers on a pro rata basis for no purchase price that certain number of shares of the Company's Common Stock which represent 5% of the total Common Stock that Cxxxx Xx owns directly or indirectly (the "5% Make Good Shares") as of August 30, 2005, i.e., 544,096 shares of the Company's Common Stock. In the event the consolidated financial statements of the Company reflect between $7 million and $7.5 million of After-Tax Net Income for the fiscal year ending December 31, 2006 (the "Second Guaranteed NI"), Cxxxx Xx agrees to transfer to the Purchasers on a pro rata basis for no purchase price that certain number of shares of the Company's Common Stock which represent 2.5% of the total Common Stock that Cxxxx Xx owns directly or indirectly as of August 30, 2005 (the "2.5% Make Good Shares"), i.e., 272,048 shares of the Company's Common Stock. In the event the consolidated financial statements of the Company reflect greater than $7.5 million of After-Tax Net Income for the fiscal year ending December 31, 2006, no transfer shall be required by Cxxxx Xx to the Purchasers under this Section. Nonrecurring expenses of the Company shall not be deducted from After-Tax Net Income for the purposes of calculating the First Guaranteed NI or the Second Guaranteed NI. Any such transfer of the 5% Make Good Shares or the 2.5% Make Good Shares under this Section shall be made within 10 business days after the date which the 2006 audit report for the Company is filed with the SEC.
Make Good Shares. To the best of the Existing Company Entities' knowledge, (i) Make Good Pledgor is the sole record owner of the 2008 Make Good Shares and 2009 Make Good Shares and (ii) holds such 2008 Make Good Shares and 2009 Make Good Shares free and clear of all Liens.
