Make Good Shares Clause Samples
The "Make Good Shares" clause establishes a mechanism whereby additional shares are issued to compensate an investor if certain performance targets or financial benchmarks are not met by the company. Typically, this clause applies in investment agreements where the company guarantees a minimum level of earnings, revenue, or other key metrics, and if these are not achieved within a specified period, the investor receives extra shares to offset the shortfall. The core function of this clause is to protect investors from underperformance by ensuring they receive fair value for their investment, thereby aligning the interests of the company and its investors and mitigating the risk of missed projections.
Make Good Shares. (a) ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ (through the Make Good Escrow Agent) to the Investors under this Section and such 2006 Make Good Shares shall be returned to ▇▇▇▇▇▇ ▇▇▇ 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) ▇▇▇▇▇▇ ▇▇▇ 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”), ▇▇▇▇▇▇ ▇▇▇ agrees to transfer to the Investors (through the Make Good Escrow Agent) on a pro rata basis for no consideratio...
Make Good Shares. The Make Good Pledgor is the sole record and beneficial owner of the 2008 Make Good Shares and 2009 Make Good Shares, and to the knowledge of the Company holds such shares free and clear of all Liens.
Make Good Shares. If any Make Good Shares are deliverable to the Investors in accordance with this Agreement, Make Good Pledgor 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 Make Good Pledgor to the Investors, to the extent not done so in accordance with Section 2 until such time as (if at all) the Make Good Shares are required to be delivered pursuant to the Securities Purchase Agreement and in accordance with this 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 Make Good Pledgor and should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. Assuming the Make Good Pledgor provides good and valid title to the Make Good Shares to be transferred and delivered on behalf of the Make Good Pledgor to the Investors hereunder, free and clear of all liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon delivery of the Make Good Shares, good and valid title to the Make Good Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Investors. The Escrow Agent shall not take any action which could impair Investors’ rights in the Make Good Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Make Good Shares prior to the termination of this Agreement.
Make Good Shares. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇. ▇▇▇.
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. 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. (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 be defined herein as ▇▇▇▇▇▇▇ ▇. ▇▇▇.
Make Good Shares. (a) Each Make Good Pledgor agrees that in the event that the after tax net income reported in the 2007 Annual Report is less than $4,000,000 (the “2007 Guaranteed ATNI”) the Make Good Pledgors 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 their part of their respective Investment Amount at Closing, an aggregate of 14,583,333 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2007 Make Good Shares”). In the event that either (i) the earnings per share reported in the 2008 Annual Report is less than $0.049 on a fully diluted basis (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2008 Guaranteed EPS”) or (ii) the after tax net income reported in the 2008 Annual Report is less than $8,000,000 (the “2008 Guaranteed ATNI”), the Make Good Pledgors 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 their part of their respective Investment Amount at Closing, an aggregate of 14,583,333 shares of Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “2008 Make Good Shares”). In the event that the after tax net income reported in the 2007 Annual Report is equal to or greater than the 2007 Guaranteed ATNI no transfer of the 2007 Make Good Shares shall be required to be made by the Make Good Pledgors to the Investors and such 2007 Make Good Shares shall be returned to the Make Good Pledgors in accordance with the Make Good Escrow Agreement. In the event that both (i) the earnings per share reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed EPS and (ii) the after tax net income reported in the 2008 Annual Report is equal to or greater than the 2008 Guaranteed ATNI, no transfer of the 2008 Make Good Shares shall be required to be made by the Make Good Pledgors to the Investors and such 2008 Make Good Shares shall be returned to the Make Good Pledgors in a...
Make Good Shares. The Make Good Pledgor is the sole record and beneficial owner of the Make Good Shares, and holds such shares free and clear of all Liens.