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.

Tuesday, August 31, 2010

Sino Oriental (SMPN)

In connection with the Securities Purchase Agreement, the Majority Shareholder entered into a make good escrow agreement (the "Make Good Escrow Agreement") pursuant to which he pledged to the investors that invested under the terms of the Securities Purchase Agreement, 1,939,407 shares of our common stock owned by the Majority Shareholder. The shares will be released from the pledge if we meet certain operating milestones contained in the Make Good Escrow Agreement. If we fail to meet the operating milestones,…

Sunday, July 25, 2010

Si Mei Te Food (CADQE)

Pursuant to an earn-out provision in the share exchange agreement, the Company has agreed to issue to Gliston’s shareholders up to 6.8 million additional shares if the following net income targets are achieved (calculated on a U.S. GAAP basis): ). > Source: SEC Filing Note: The company has yet to file its 2009 annual report (20F)…

Saturday, July 24, 2010

Yayi Intl (YYIN)

On July 20, 2010, Yayi International Inc. filed an Amended and Restated Certificate of Designation of Series A Preferred Stock to modify the terms of the Series A Preferred Stock. Removed Section 6(f) Special Conversion Price Adjustment Based on 2010 and 2011 Accounts of the Original Certificate. Added the provisions relating to the make good shares that the holders of Series A Preferred Stock may be entitled to receive if the Company fails to meet certain performance targets…

Tuesday, July 20, 2010

Worldwide Energy (WEMU)

Additionally, as further consideration for a January financing transaction, we, along with the investors, entered into a make good escrow agreement with certain of our insiders who along with the Company will place an aggregate of 1,970,956 shares, that are already issued and outstanding, of our common stock into escrow, to be distributed if certain financial milestones of the Company are not met. Pursuant to the terms of the make good escrow agreement, if the Adjusted EBIDTA reported…

Wednesday, July 14, 2010

Tianli Agritech (OINK)

"Certain shareholders of our company [Tianli Agritech Inc], Hanying Li and Bihong Zhang, have agreed to place, on a prorated basis, that number of beneficially owned common shares into escrow that is equal to 50% of the maximum number of shares to be sold in this offering . To the extent our audited after-tax earnings per share for the year ending December 31, 2010 are less than $0.7407, our company will redeem and cancel to…

Tuesday, July 6, 2010

Funtalk China Holdings (FTLK)

In July 2009, pursuant to a merger agreement among the Company, Pypo Digital Company Limited ("Pypo Digital"), Arch, Capital Ally and certain other parties, the Company effected a business combination where Pypo Digital's then shareholders, Arch and Capital Ally, transferred all the issued and outstanding shares of Pypo Digital to the Company in exchange for 45,000,000 ordinary shares and 3,400,000 Class B warrants of the Company and the rights to receive up to an…

Tuesday, May 4, 2010

Deyu Agriculture (ECBI)

The Company also entered into a make good escrow agreement with the Investors, pursuant to which 1,866,174 shares of Common Stock were placed in an escrow account. The Escrow Shares are being held as security in the event the Company does not achieve $11 million in audited net income for the fiscal year 2010 $15 million in audited net income for the fiscal year 2011 If the Company achieves the 2010 Performance Threshold…

Tuesday, April 27, 2010

Kun Run Biotech (KURU)

2010 Performance targets: $9,000,000, in the event the Company obtains PRC State Food and Drug Authority (“PRC SFDA”) approval for Entecavir on or prior to September 30, 2010; or $7,150,000, in the event the Company does not obtain PRC SFDA approval for Entecavir on or prior to September 30, 2010. KURU reported 2009 net income of $6,493,759…

Friday, April 23, 2010

Keyuan Petrochemicals (KYNP)

As a component of the private placement, effective April 22, 2010, management entered into a Make Good provision which includes a performance threshold of $33 million in net income for fiscal year ending December 31, 2010, as determined in accordance with GAAP, as adjusted for certain non-cash charges…

Wednesday, April 14, 2010

China Topreach (CGSXF)

Original Earn-out Arrangement: Under the terms of the OMH Acquisition, 9,500,000 additional shares of China TopReach (�Earn-out Shares�) were to be issued to OMH Shareholders upon the achievement of 2009, 2010, 2011 and 2012 after-tax profits targets by China TopReach, based on the following schedule: > Revised Earn-out Arrangement: To compensate for the additional risk assumed…

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