Vesting Condition. Either (i) the China JV (as defined in the Consulting Agreement) has achieved revenues calculated in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis in an amount equal to at least Fifteen Million United States Dollars (US$15,000,000.00) during either (A) the 12 month period commencing on the earlier of (x) January 1, 2016 if the tobacco provided to China Tobacco has been evaluated and approved for sale no later than December 31,... 2014; (y) the date that tobacco purchases are first made by China Tobacco from the China JV or (z) January 1, 2017 (the "Commencement Date") or (B) the 12 month period beginning on the first anniversary of the Commencement Date from sales by the China JV for the market in China of the proprietary tobacco of the Company (the "Tranche 2 Minimum Triggering Revenue") and the Company thereafter receives a cash distribution from the China JV so that the Company is "cash flow positive for the Company's investment in the China JV," which means the positive difference between all United States Dollars that the Company has received in relation to the China JV, including any licensing revenue, minus all United States Dollars that the Company has paid out in relation to the China JV, including the money paid by the Company for the first major tobacco planting by the Company for sale to the China JV, all to be described in greater detail in the China JV agreements to be entered into between the Company and the China JV; or (ii) the China JV has achieved revenues calculated in accordance with GAAP in an aggregate amount equal to at least Ninety Million United States Dollars (US$90,000,000.00) during any of the 12 month periods beginning on the first and second anniversaries of the Commencement Date from sales by the China JV for the market in China of the proprietary tobacco of the Company (the "Tranche 2 Alternative Triggering Revenue") and the Company thereafter receives a cash distribution from the China JV so that the Company is "cash flow positive for the Company's investment in the China JV," which means the positive difference between all United States Dollars that the Company has received in relation to the China JV, including any licensing revenue and an appropriate distribution to the Company from the China JV for first major tobacco planting by the Company for sale to the China JV as described above, minus all United States Dollars that the Company has paid out in relation to the China JV for the second major tobacco planting, all to be described in greater detail in the China JV agreements to be entered into between the Company and the China JV.View More
