Net Profit Undertaking Sample Clauses

Net Profit Undertaking. The Company undertakes to the Purchaser that the Non-GAAP Operating Net Profit (as defined below) of the Group Companies for the fiscal year ended December 31, 2017 (the “2017 Actual Profits”) shall be no less than RMB1,000,000,000 (the “2017 Target Profit”). The Non-GAAP Operating Net Profit of the Group Companies refers to the consolidated net profit of the Group Companies, but excluding the effects of the loss and profit of fair value on financial assets, the loss and profit of fair value of convertible redeemable preferred shares, share-based compensation expenses, any other non-operating costs, and any income tax resulting from the abovementioned items, as reflected in the consolidated financial statements of the Group Companies prepared by the Group Companies. If the 2017 Actual Profit is less than the 2017 Target Profit, then, at the option of the Company, (i) the Series E Conversion Price of each Series E Preferred Share held by the Purchaser shall be adjusted in accordance with the following formula (such new Series E Conversion Price, the “Adjusted Series E Conversion Price IV”): Adjusted Series E Conversion Price IV = Series E Conversion Price effective immediately prior to such adjustment * (2017 Actual Profit/2017 Target Profit), provided that, if the 2017 Actual Profit is less than 80% of 2017 Target Profit, the Adjusted Series E Conversion Price IV shall be 80% of the Series E Conversion Price effective immediately prior to such adjustment; or (ii) the Company shall pay, or caused to be paid, an amount calculated in accordance with the formula below (the “Adjustment Amount IV”) to the Purchaser for each Series E Preferred Share held by the Purchaser immediately prior to the adjustment in cash by wire transfer of immediately available funds to an account designated by the Purchaser: Adjustment Amount IV = Series E Conversion Price effective immediately prior to such adjustment - Adjusted Series E Conversion Price IV Upon payment of the Adjustment Amount IV to the Purchaser, the Series E Issue Price and the Series E Conversion Price of each Series E Preferred Share, if any, shall be adjusted to equal the Adjusted Series E Conversion Price IV. If the 2017 Actual Profit is less than 80% of 2017 Target Profit, the Purchaser may exercise its redemption right in accordance with the Restated Articles.
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Net Profit Undertaking. 2.1 The Parties mutually agree that the amount based on which the business performance commitment and compensation hereunder are to be determined shall be the Net Profit of the Target Company for any applicable fiscal year during the Commitment Period, as calculated at the end (December 31) of such fiscal year. The fiscal year involved in the calculation of such Net Profit shall be determined in accordance with Section 2.2. 2.2 The Parties mutually agree that as requested by Party A, Party B undertakes that the Net Profit to be achieved by the Target Company in each of fiscal years 2016, 2017, and 2018 will be as set forth in the following table (the “Committed Net Profit”): Committed Net Profit 30,000 36,000 43,200 2.3 The Parties agree that the Net Profit actually achieved by the Target Company during the Commitment Period shall be calculated based on the following principles: 2.3.1 The financial statements of the Target Company shall be prepared in compliance with the PRC Accounting Standards for Business Enterprises and other applicable laws and regulations. 2.3.2 For the purpose of calculation of the Net Profit, all of the Non-Recurring Loss/Gain, the loss/gain from the convertible bonds, the costs and expenses of the Target Company incurred outside China (including the costs incurred by the Target Company in order to comply with foreign laws, regulations and listing rules), the relevant expenses and costs incurred in the implementation of the Going-Private, non-cash provisions, the net gain/loss generated by the equity incentive plan with respect to the restricted shares, together with the professional service fees and other expenses incurred in the performance of the relevant contract shall be excluded. 2.3.3 Where within the Commitment Period, subject to prior written consent of Party B, Party A provides any loan to the Target Company, the Net Profit shall exclude any interest expenses in relation to such loan.
Sample 1

Related to Net Profit Undertaking

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”). (2) Maintain tax lot detail for the Fund’s investment portfolio. (3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust. (4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

  • Net Profit The current and accumulated operating earnings of the Employer after Federal and state income taxes, excluding nonrecurring or unusual items of income, and before contributions to this and any other Qualified Plan of the Employer, unless the Employer has elected a different definition in the Adoption Agreement. Unless elected otherwise in the Adoption Agreement, Employer contributions to the Plan are not conditioned on profits.

  • Financial, Accounting, and Administrative Services The Manager shall maintain the existence and records of the Corporation; maintain the registrations and qualifications of Fund Shares under federal and state law; monitor the financial, accounting, and administrative functions of the Fund; maintain liaison with the various agents employed by the Corporation (including the Corporation’s transfer agent, custodian, independent accountants and legal counsel) and assist in the coordination of their activities on behalf of the Fund.

  • Accounting Services The Manager will provide all accounting services customarily required by investment companies, in accordance with the requirements of applicable laws, rules and regulations and with the policies and practices of the Fund as communicated to the Manager from time to time, including, but not limited to, the following: (a) Maintain fund general ledger and journal; (b) Prepare and record disbursements for direct Fund expenses; (c) Prepare daily money transfer; (d) Reconcile all Fund bank and custodian accounts; (e) Assist Fund independent auditors as appropriate; (f) Prepare daily projection of available cash balances; (g) Record trading activity for purposes of determining net asset values and daily dividend; (h) Prepare daily portfolio valuation report to value portfolio securities and determine daily accrued income; (i) Determine the net asset value per share daily or at such other intervals as the Fund may reasonably request or as may be required by law; (j) Prepare monthly, quarterly, semi-annual and annual financial statements; (k) Provide financial information for reports to the Securities and Exchange Commission in compliance with the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, the Internal Revenue Service and any other regulatory or governmental agencies as required; (l) Provide financial, yield, net asset value, and similar information to National Association of Securities Dealers, Inc., and other survey and statistical agencies as instructed from time to time by the Fund; (m) Investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Fund's operations; and (n) Obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the Investment Company Act of 1940 and the rules thereunder, as such bonds and policies are approved by the Fund's Board of Directors.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.

  • Description of Accounting Services on a Continuous Basis The Administrator will perform the following accounting services with respect to the Portfolio: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the investment adviser for the Portfolio (the “Adviser”) and transmit trades to the Fund’s custodian (the “Custodian”) for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances of the Fund with the Custodian, and provide the Adviser with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., advisory and custody fees); (ix) Monitor the expense accruals and notify an officer of the Fund of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services approved by the Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of the Portfolio’s Investments; (xiv) Transmit or mail a copy of the daily portfolio valuation to the Adviser; (xv) Compute net asset value; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and (xvii) Prepare upon request a monthly financial statement which includes the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Cash Statement Schedule of Capital Gains and Losses.

  • Net Profits Net Profits (which is the excess of Profits over Losses) for each Fiscal Year of the Company shall be allocated as follows: a. First to reverse any Net Losses allocated to a Member solely as a result of the application of the limitation of Section 2.1.2(b) to another Member; thereafter b. To the Members, in proportion to the Distributions received by the Members under Section 3 for the Fiscal Year.

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • Fund Accounting Services (a) BNY, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by a Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of Fund's liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event BNY's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY which BNY in its judgment deems reliable, or any other third party pricing source designated by the Trust, BNY shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. BNY shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this Section, even though BNY in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. (b) Subject to the provisions of this Agreement and the direction and approval of the Trust's Board, BNY shall perform the computations described in Schedule II at such times and dates and in the manner specified or described in the then-current prospectus(es) of a Fund. To the extent valuation of securities or a computation specified or described in a Fund's Pricing Procedures or then-current effective prospectus(es) is at any time inconsistent with any applicable laws or regulations, the Trust or BAAI shall immediately so notify BNY in writing and thereafter shall furnish BNY at all appropriate times with the values of such securities and such Fund's net asset value or other amounts otherwise to be calculated by BNY, or, subject to the prior approval of BNY, instruct BNY in writing to value securities and make such computations in a manner which the Trust or BAAI then represents in writing to be consistent with all applicable laws and regulations. The Trust or BAAI may also from time to time, subject to the prior approval of BNY, instruct BNY in writing to make computations other than as specified in this Section of this Agreement. By giving such instruction, the Trust or BAAI shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then-current effective prospectus(es) of the particular Fund. The Trust or BAAI shall have sole responsibility for determining the method of valuation of securities and the method of computations, and all computations, valuation of securities and the method of computing each Fund's net asset value shall be subject to approval by the Trust and BAAI. BNY shall not be liable for relying on any price provided by any pricing service believed by BNY to be reliable, and the Trust or BAAI shall furnish values when the same are not available from a pricing service utilized by BNY, with such furnishing to constitute an instruction to BNY to rely on the provided values. (c) BNY shall be responsible for determining and properly reflecting in the computations made by it under this Agreement: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the effect under any federal, state, or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto; or (v) any tax accounting; provided, however, that if BNY is not certain of the taxable nature, amount or effect of any such item, it may seek instructions regarding the proper treatment of such item from the Trust or BAAI in accordance with the procedures set forth in Section 1(e), above, and shall have no liability for acting in reliance on such instructions.

  • Financial Year Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

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