Additional Payments and Adjustments Sample Clauses

Additional Payments and Adjustments. Subject to Section 7(e) of this Agreement: (i) Earn-Out. IDW shall pay TFS an earn-out amount based on the revenues received by IDW or IDW HK (the "Earn-Out Amount"), if any, determined at the time, and in the manner as set forth in this Agreement. (A) From April 1, 2005 to March 31, 2006 (the "Earn-Out Period"), TFS shall be eligible to receive the following Earn-Out Amount: (1) If the revenue derived by IDW or one of its affiliates from the designated customer on the products set CONFIDENTIAL March 30, 2005 forth on Schedule 1 (regardless of the originating shipment point) is at least $50.4 million for the Earn-Out Period, IDW shall pay TFS an amount equal to the product of (i) 60% of the gross profits on the products sold to such customer, with such gross profits to be determined based on the amount of gross profit to be earned by TFSB in the contracts between such designated customer and TFSB and (ii) the revenue received from such customer under such contracts during the Earn-Out Period. The range is expected to be between 3.6% and 4.8% of such revenue; and (2) If the revenue derived by IDW HK or one of its affiliates from all other business from the STN and TFT business as set forth in Schedule 2 minus all revenue defined in Section 2(c)(i)(A)(1), is at least $33.6 million during the Earn-Out Period, then in such an event, IDW shall pay TFS an amount equal to 7.2% of the revenue received from such business during the Earn-Out Period. (B) The payment of the Earn-Out Amount (the "Earn-Out Payment"), if any, shall be paid in the form of common stock of IDW, based on the trailing five day average closing price preceding March 31, 2006. The Earn-Out Payment shall be due and payable on May 1, 2006. (C) IDW agrees to register the shares of common stock that may be issued to TFS in the future pursuant to Section 2(c)(i) provisions pursuant to piggy-back registration rights on the next registration statement on Form S-3 to be filed by IDW, subject to investment banker or underwriter discretion not to include such shares. If not included under the foregoing piggy-back registration statement rights by March 1, 2006, then IDW will prepare and file a separate registration statement on Form S-3 and make reasonable efforts to cause such registration statement to be declared effective within 30 days of April 1, 2006, and in either case shall maintain such registration statement for a period of a least ninety (90) days following the issuance of any shares pursuant to...