Common use of Performance Certificate Clause in Contracts

Performance Certificate. For purposes of this Section 3.4, “Revenue,” “Net Income,” and “Net Loss” refer to line items as reflected in the Company’s audited and consolidated financial statements of the relevant Performance Period prepared in accordance with GAAP or unaudited consolidated financial statements prepared in accordance with GAAP and reviewed by an auditor jointly appointed by TRX and the Company, as applicable. For purposes of clarification, it is understood by the parties hereto that the auditor referred to in the foregoing shall be TRX’s then auditor that is engaged to perform audit and issues auditor report(s) on TRX and its subsidiaries for purposes of TRX’s filings with the SEC as required by the applicable US federal securities law and exchange rules. If the Release of TRX Exchange Shares from escrow is required pursuant to this Section 3.4, it shall occur no later than fifteen (15) business days after the issuance of the performance certificate by TRX (each, a “Performance Certificate”) that sets forth the Revenue and Net Income, Mandatory Profit Distribution, Excess Profit Distribution and/or Net Loss, as applicable, for the Performance Period, the TRX Exchange Shares to be released from escrow, and the Earn-Out Shares to be issued, if any, in accordance with this Section 3.4. The Performance Certificate shall be issued within five (5) business days of the completion of the preparation of the audited or auditor-reviewed, financial statements for the Performance Period.

Performance Certificate. For purposes of this Section 3.4, “Revenue,” “Net Income,” and “Net Loss” refer to line items as reflected in the Company’s audited and consolidated financial statements of the relevant Performance Period prepared in accordance with GAAP GAAP, or unaudited consolidated financial statements prepared in accordance with GAAP and reviewed by an auditor jointly appointed by TRX and the Company, as applicable. For purposes of clarification, it is understood by the parties hereto that the auditor referred to in the foregoing shall be TRX’s then auditor that is engaged to perform audit and issues auditor report(s) on TRX and its subsidiaries for purposes of TRX’s filings with the SEC as required by the applicable US federal securities law of the United States and exchange rules. If the Release of TRX Exchange Shares from escrow is required pursuant to this Section 3.4, it shall occur no later than fifteen (15) business days after the issuance of the performance certificate by TRX (each, a “Performance Certificate”) that sets forth the Revenue and Net Income, Mandatory Profit Distribution, Excess Profit Distribution Income and/or Net Loss, as applicable, for the Performance Period, Evaluation Period and the TRX Exchange Shares to be released from escrow, and the Earn-Out Shares to be issued, if any, in accordance with this Section 3.4. The Performance Certificate shall be issued within five (5) business days of the completion of the preparation of the audited or auditor-reviewed, financial statements for the Performance Evaluation Period.

Performance Certificate. For purposes of this Section 3.43.04, “Revenue,” “Net Income,” and “Net Loss” refer to line items as reflected in the Company’s audited and consolidated financial statements of the relevant Performance Period prepared in accordance with GAAP or GAAP, except that such line items for Period One and Period Four shall be those reflected in the Company’s unaudited consolidated financial statements prepared in accordance with GAAP and reviewed by an auditor jointly appointed by TRX and the CompanyCompany for Period One or Period Four, as applicable. For purposes of clarification, it is understood by the parties hereto that the auditor referred to in the foregoing shall be TRX’s then auditor that is engaged to perform audit and issues auditor report(s) on TRX and its subsidiaries for purposes of TRX’s filings with the SEC U.S. Securities and Exchange Commission as required by the applicable US U.S. federal securities law and exchange rules. If the any Release of TRX Exchange Shares from escrow for a Performance Period is required pursuant to this Section 3.43.04, it shall occur no later than fifteen (15) 15 business days after the issuance of the a performance certificate by TRX (each, a “Performance Certificate”) that sets forth the Revenue and Net Income, Mandatory Profit Distribution, Excess Profit Earnings Distribution and/or Net Loss, as applicable, for the applicable Performance Period, Period and the TRX Exchange Shares to be released from escrow, and the Earn-Out Shares to be issued, if any, in accordance with this Section 3.43.04. The Each Performance Certificate shall be issued within five (5) business days of the completion of the preparation of the audited or auditor-reviewed, financial statements for the Performance applicable Period.