Research - Make-Good Provisions

Make-good provisions - often referred to as incentive allocations, performance targets, or performance thresholds - are good faith promises and/or targets that a company sets during the initial stages of their reverse merger share exchange process or during subsequent capital raises. Learn more about make-good provisions in our Learning Center message board.

Below you will find all of our exclusive make-good research. And view our growing list of companies with make good provisions.

Wednesday, March 10, 2010

Hambrecht Asia Acquisition (HMAQF)

5,800,000 newly issued SPAC Shares, will to be held in an escrow account by an affiliate of Honesty Group’s Hong Kong counsel, and delivered to the former shareholders of Honesty Group if the Combined Company meets certain net income targets contained in the Share Exchange Agreement. The 5,800,000 escrowed SPAC Shares will be delivered to the former shareholders of Honesty Group in 2011 and 2012 as follows: 5,000,000 SPAC Shares will…

Tuesday, January 12, 2010

China Baicaotang Medicine (CNBI)

Management has placed 4,000,000 shares of their Common Stock in escrow that will be distributed to merger investors in the event that the company fails to achieve a 2010 performance target of $26,000,000. 1,000,000 shares will be distributed to all investors on a pro rata basis for every $1,000,000 shortfall under the Performance Target. Source: SEC From 8K (December 30, 2009)…

China Infra Construction (CHNC)

As a condition to a financing deal consummated on October 16, 2009 CHNC agreed to issue shares to certain investors if the following net income targets are not met: > Sources: SEC 10K Filing (For the quarterly period ended May 2009) SEC 8K Filing ( October 20, 2009) a China Infra Construction has not been paying any taxes. Thus, we…

Thursday, January 7, 2010

China Medicine Corp (CHME)

Per a financing agreement with an investor (One Equity Partners) the Company has will have to release shares, based on a formula, to the investor if certain financial targets are not attained: Assuming Company completes the acquisition of Jiangmen during the 2010 fiscal year. > Assuming Company does not completes the acquisition of Jiangmen during the 2010 fiscal year. > The EBITDA targets shall be adjusted upwards to account for expected returns…

Wednesday, December 9, 2009

China Fundmntl Acquisition Cor (CFQCF)

Earn-out Shares associated with proposed business combination: 500,000 ordinary shares of China Fundamental will be issued to Wowjoint’s major shareholders when certain share price targets are achieved or exceeded: 200,000 earn-out shares in the event that the closing price per share is at or above US$10.00 for 180 days out of 360 days during the period from the acquisition closing date to the second anniversary of the closing date 200,000 earn-out shares…

Sunday, November 15, 2009

Asia Entertainment & Reso (AERCF)

CS China currently has 6.9 million common shares outstanding and 14.648 million warrants inclusive of shares and warrants held by management. CS China will issue 10.35 million shares and 10.35 million warrants at closing. The warrants will have a strike price of $ 6.10 and will be exercisable during the five-year period from their date of issuance but only if AGRL annual U.S. GAAP net incomes exceed US$ 30 million for the fiscal year preceding the…

Wednesday, October 28, 2009

Emerald Acquisition Corp

Make Good Agreement In connection with the Offering, the Company and Company management entered into a Make Good Escrow Agreement, whereby management placed a total of 4,600,000 of management’s Ordinary Shares in escrow (the “Escrow Shares”) and agreed to transfer the Escrow Shares, in whole or in part as described below, to the Investors on a pro rata basis in the event that the Company does not meet certain performance targets for…

Sunday, October 18, 2009

China New Energy Group (CNER)

On April 30, 2009, the Company entered into a Series B Convertible Preferred Stock Securities Purchase Agreement with China Hand Fund I. Pursuant to the SPA, on May 1, 2009, the Company issued and sold to China Hand, and China Hand purchased from the Company, 1,116,388 shares of the Company’s Series B Convertible Preferred Stock and warrants to purchase 7,814,719 shares of its Common Stock at an initial exercise price of $0.187…

Saturday, October 17, 2009

China MediaExpress Holdings (CCME)

We are once again updating our financial target table. Our last update assumed that the fully diluted share count for TMI was 45 million. However, to get the business combination done, TMI bought back 9.5 million shares of common stock from certain shareholders. At some point it may be safe to assume that the new entity will issue shares to recoup the money it shelled out to buy back the 9.5 million shares. China Media Express shareholders may earn up to…

Wednesday, July 15, 2009

China Clean Energy Inc (CCGY)

In connection with our January 9, 2008 private placement, Tai-ming Ou, our Chief Executive Officer and Chairman, agreed to place 1,042,012 shares of common stock held by him into an escrow account, with such shares to be released to the investors in such private placement should we fail to either (i) commence the production of biodiesel at our production facility in Jiang Yin, People’s Republic of China on or before January 1, 2009 or (…

Monday, May 11, 2009

Yongye Intl Inc (YONG)

In connection with a private placement in September of 2008, management entered into a 'make good agreement' with certain investors and has placed 4.0 million of its shares in escrow to secure its obligations to meet specific 'Earnings per Share' targets for 2009. If the targets are not achieved, a number of shares derived from a formula will be transferred to the these investors. Scenario One: All escrowed shares are released, which will in effect increase shares outstanding if…

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