Profit Guarantee Sample Clauses

Profit Guarantee. (a) The Mittric Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be not less than RM2,400,000, subject to not more than 10% deviation (i.e. a sum of not less than RM2,160,000). (b) As a security for the performance by the Mittric Vendors in respect of the profit guarantee obligations mentioned under paragraph (a) above, the Mittric Vendors shall, within one business day after the issuance of the Consideration Shares, deposit 9,000,000 Consideration Shares (which shall have a minimum value based on the issue price of RM0.24 per Consideration Share equivalent to RM2,160,000), in the respective proportions and amounts set out in Section 2.3 of this announcement, with a trustee. (c) The parties agree that for the purpose of determining the audited profit before tax of Mittric for the FYE 31 December 2019, the Mittric’s balance sheets and profit and loss accounts for FYE 31 December 2019 (made for the period commencing on 1 January 2019 and ending on 31 December 2019) (“Mittric Guaranteed Financial Year Accounts”) which shall be prepared and determined in accordance with and in compliance with the Malaysian Financial Reporting Standards (MFRS) and not the Malaysian Private Entities Reporting Standard (MPERS) shall be used. Mikro shall procure and cause the auditors of Mikro to complete their audit in respect of the accounts of Mittric not later than 4 months from the last day of FYE 31 December 2019 and the audited profit before tax reported by the auditors of Mikro and approved by the Board (“Audited Accounts Approval Date”) shall, in the absence of manifest error, be conclusive, final and binding and shall not, for the avoidance of doubt, require the prior approval of the shareholders of Mikro or Mittric in general meeting. (d) In the event that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be RM2,160,000 or more, Mikro shall notify the trustee within 14 business days after the relevant Audited Accounts Approval Date and the trustee shall as soon as practicable thereafter release and transfer to the Mittric Vendors, all the Pledged Shares (being the Consideration Shares of Mittric Vendors which are pledged to the trustee for the purpose of the Profit Guarantee) and cash dividend/distribution then held by or deposited with the trustee. In the event the audited profit before tax of Mittric for the FYE 31 December 2019 ...

Profit Guarantee. 9.1 In consideration of the Purchaser’s agreement to enter into this Agreement, the Vendor hereby irrevocably and unconditionally guarantees to the Purchaser that the aggregate net profit after taxation but before extraordinary items of the Group (the “Net Profit”) for the twelve months ending 31 December 2006 as shown in the audited consolidated financial statements of the Group ending such date shall not be less than HK$15,000,000 (the “Guaranteed Net Profit”). If the Net Profit is less than the Guaranteed Net Profit, then the Vendor shall pay to the Purchaser in cash within fourteen (14) calendar days after the delivery of the audited consolidated financial statements of the Group aforesaid an amount calculated as follows: Amount payable to the Purchaser = (Guaranteed Net Profit - Net Profit) x 7.7 x 26% PROVIDED THAT the aforesaid amount shall be rounded up to the nearest whole dollar. 9.2 The Vendor undertakes to procure that the audited consolidated financial statements of the Group shall be prepared by the Company and audited by the Independent Accountants in accordance with the generally acceptable accounting practice, standards and principles of Hong Kong in respect of the twelve months referred to in Clause 9.1, together with any notes, reports or statements included therein or annexed thereto, a copy of which shall be delivered to the Purchaser for review by not later than two (2) months following the balance sheet date of the relevant period.

Profit Guarantee. Pursuant to the Supplemental Agreement, in the event that the Actual Profit is less than the Guaranteed Profit, the Vendors and the Vendors’ Guarantors shall compensate the difference by surrendering the proportionate principal amount of the Convertible Bonds (the “Surrendered Bonds”) back to the Purchaser for cancellation by the Company, based on the formula below: Surrendered Bonds = (Guaranteed Profit – Actual Profit)/Guaranteed Profit × Principal amount of the Convertible Bonds The balance (if any) of the Convertible Bonds after deducting the Surrendered Bonds (the “Released Bonds”) will be released by the Purchaser to the Vendors on the Settlement Date based on the formula below: Released Bonds = Actual Profit/Guaranteed Profit × Principal amount of the Convertible Bonds For the avoidance of doubt, if the Target Group recorded loss before tax for the financial year ended 31 December 2017, the Actual Profit shall be treated as zero when calculating the Surrendered Bonds using the above formula. The Company is satisfied that the economic consequence of the revised mechanism of the profit guarantee undertaken by the Vendors and the Vendors’ Guarantors under the Supplemental Agreement is largely the same as the original profit guarantee mechanism set out in the Sale and Purchase Agreement, save and except the fact that Convertible Bonds (instead of the Second Tranche Consideration Shares) are issued by the Company on Completion pending the determination on satisfaction of the Profit Guarantee. In particular, the amount of the Guaranteed Profit of the Target Group for the year ending 31 December 2017 remains at RMB15,000,000 and the Determination Date of the Profit Guarantee (i.e. the deadline for the Settlement Date) remains on 31 March 2018. The terms of the Convertible Bonds have been negotiated on arm’s length basis and the principal terms of which are summarised below: Issuer : The Company Principal amount : HK$112,000,000 Maturity date : 31 March 2018 (i.e. the Determination Date of the Profit Guarantee) Interest rate : The Convertible Bonds do not carry any interest. Repayment obligations : Save and except upon the occurrence of an Event of Default, the Convertible Bonds shall in no event be repayable. Depending on the outcome of the determination on satisfaction of the Profit Guarantee, the Released Bonds will be automatically converted into Shares at 4:00 p.m. of the Maturity Date, and the Surrendered Bonds will forthwith be surrendered to the Pur...

Profit Guarantee. The Vendors (except for Tan ▇▇▇ ▇▇▇▇ and Sern Chia Lung) jointly and severally warrant and guarantee that TNS shall achieve a cumulative net profit before tax as reflected in the audited accounts of the Company (excluding gains from exceptional or non-recurrent income and extraordinary items, such as profit or gain arising from disposal of assets) (“NPBT”) of an aggregate of at least S$3,500,000 (excluding the performance bonus (if any) payable to the key personnel of TNS upon fulfillment of this profit guarantee) for the period from the Completion Date and the date falling three (3) years of the Completion Date (“Profit Guarantee”). In the event that TNS fails to achieve the Profit Guarantee, the Vendors (except for Tan ▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Lung) jointly and severally agree and undertake to compensate the Company by paying a cash sum being the difference between the said sum of S$3,500,000 (excluding the performance bonus (if any) payable to the key personnel of TNS upon fulfillment of this Profit Guarantee) and the actual NPBT achieved (or loss, where applicable) for the period from the Completion Date and the date falling three (3) years of the Completion Date (“PG Differential Sum”), as compensation for the non-fulfilment of the Profit Guarantee. In the event that the Profit Guarantee is not satisfied in accordance with Clause 5 of the SPA, the Vendors jointly and severally agree that, the Company is entitled to sell and/or transfer such number of the PG Moratorium Shares (as defined below) to any third party at any time and on such price as the Company may determine so as to satisfy the PG Differential Sum, provided that the number of PG Moratorium Shares which the Company is entitled to sell and/or transfer is calculated as follows: Number of PG Moratorium Shares = PG Differential Sum S$0.12

Profit Guarantee. 6.1 ▇▇. ▇▇▇▇▇ irrevocably and unconditionally warrants and guarantees to the Buyer that the aggregate amount of audited net profit (before tax, excluding extraordinary items and after elimination of inter-company transactions between TSL and NSL) of the Target Companies for the three financial years ending 31 December 2025 (“Profit Guaranteed Period”) shall not be less than HK$7.4 million (the “Guaranteed Profit”). 6.2 If the aggregate amount of the actual net profit (before tax, excluding extraordinary items and after elimination of inter-company transactions between TSL and NSL) of the Target Companies for the Profit Guaranteed Period falls short of the Guaranteed Profit, ▇▇. ▇▇▇▇▇ shall meet such shortfall in the subsequent two financial years, failing which, ▇▇. ▇▇▇▇▇ shall pay the amount of any shortfall in cash to the Buyer within 15 days after the issue of the audited financial statements of the Target Companies for the financial year ending 31

Profit Guarantee. Under the Share Purchase Agreement, the Sellers guaranteed to the Purchaser that the audited consolidated adjusted net profit of the Target Company for the financial years ending 31 December 2018, 31 December 2019 and 31 December 2020 shall not be less than RMB20,000,000, RMB25,000,000 and RMB30,000,000 respectively (each a “Profit Guarantee”).

Profit Guarantee. The Vendor has irrevocably warranted and undertaken that the after-tax net profit of the Target Company for the year ending 31 December 2018 (the “2018 Actual Profits”) shall be not less than RMB10,000,000 (equivalent to approximately HK$11,875,000) (the “2018 Profit Guarantee”) and the after-tax net profit of the Target Company for the year ending 31 December 2019 (the “2019 Actual Profits”) shall be not less than RMB12,000,000 (equivalent to approximately HK$14,250,000) (the “2019 Profit Guarantee”, together with the 2018 Profit Guarantee, the “Profit Guarantee”). As security for the performance of the obligations of the Vendor under the Profit Guarantee, the Vendor shall deposit in aggregate RMB12,000,000 (equivalent to approximately HK$14,250,000) to the Purchaser on the Completion Date, comprising:

Profit Guarantee. Pursuant to the New Share Sale and Purchase Agreement, the Vendor undertook to the Company that the net profit after tax of the Target Company for each of the five financial year ended 31 December 2022, being the Profit Guaranteed Period, shall not be less than HK$60,000,000, HK$69,000,000, HK$79,350,000, HK$91,252,500 and HK$104,940,375, respectively (the “Profit Guarantee”). In the event that the actual net profit after tax is less than the guaranteed net profit after tax of the Target Company, the Consideration should be adjusted in accordance with the mechanism, which is set out in the paragraph headed “Consideration”. In relation to the Profit Guarantee for the first year, the actual guaranteed profit shall be adjusted by the days remaining in the financial year after the Completion on a pro rata basis. Each of ▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ will enter into the Deed of Personal Guarantee in favour of the Company upon Completion for the due performance of the New Share Sale and Purchase Agreement by the Vendor. Further, each of ▇▇. ▇▇▇▇ and ▇▇. ▇▇▇▇ will enter into the Deed of Property Guarantee in favour of the Company upon Completion for the due performance of the New Share Sale and Purchase Agreement by the Vendor. The Company shall keep the market informed about the performance of the Target Company by publishing announcements and/or disclosing the Target Company’s performance in the Company’s annual report and whether the Profit Guarantee is met.

Profit Guarantee. 5.1 For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Sale Shares, and as part of the inducement to the Purchaser entering into this Agreement, the Vendor covenants with and undertakes to the Purchaser that the Group’s P▇▇ for the three consecutive financial years following the Completion Date shall be as follows: (a) The Group P▇▇ for the 1st financial year commencing on 1 April 2006 and ending on 31 March 2007 shall not be less than US$ 3 million. If the P▇▇ fails to achieve the aforesaid amount, SNMI will allot and issue the consideration shares according to 3.2(a) or 3.2(d). (b) The Group P▇▇ for the 2nd financial year commencing on 1 April 2007 and ending on 31 March 2008 shall not be less than US$ 3.5 million. If the P▇▇ fails to achieve the aforesaid amount, SNMI will allot and issue the consideration shares according to 3.2(b) or 3.2(d). (c) The Group P▇▇ for the 3rd financial year commencing on 1 April 2008 and ending on 31 March 2009 shall not be less than US$ 4 million. If the P▇▇ fails to achieve the aforesaid amount SNMI will allot and issue the consideration shares according to 3.2(c) or 3.2(d). 5.2 The Group P▇▇ of the Company should be audited for each financial year, and the Group P▇▇ should only include the P▇▇ from the existing business at the date of this agreement. The revenue from newly added business after the date of this agreement should not contribute in any way to the attainment of the revenue and profit guarantees. 5.3 SNMI shall issue and allot the consideration shares in Article 3 within 30 days after the issue of the audited consolidated accounts by the Company’s auditors for that financial year, if the Group company P▇▇ achieve the benchmark in Article 5.1.