Common use of Payment of Contingent Consideration Clause in Contracts

Payment of Contingent Consideration. Notwithstanding anything to the contrary contained in this Section 3.6, the Contingent Consideration for each Earn Out Period, if any, shall be paid by Purchaser to CDI fifty percent (50%) in cash and fifty percent (50%) in shares of TCP Common Stock; provided, however, that, no more than an aggregate of 347,961 shares of TCP Common Stock shall be issued to CDI in connection with the payment of any Contingent Consideration and, to the extent that CDI have received an aggregate of 347,961 shares of TCP Common Stock in connection with the payment of Contingent Consideration, all remaining amounts of Contingent Consideration shall be paid by Purchaser to CDI in cash. With respect to each payment of Contingent Consideration pursuant to this Section 3.6 for each Earn Out Period, each share of TCP Common Stock to be issued pursuant to this Section 3.6(d) for each respective Earn Out Period, shall be valued based upon the ten (10) consecutive trading day average (the "Average Price") of the mid-point of the ask and bid price at the end of each trading day of a share of TCP Common Stock for each day during such ten day period ending on the day prior to the end of each Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source); provided, however, that (i) if 110% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 110% of the Average Price as calculated for such Earn Out Period; and (ii) if 90% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the day preceding the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 90% of the Average Price as calculated for such Earn Out Period.

Payment of Contingent Consideration. Notwithstanding anything to the contrary contained in this Section 3.6, the Contingent Consideration for each Earn Out Period, if any, shall be paid by TCP and Purchaser jointly and severally to CDI Sensor fifty percent (50%) in cash and fifty percent (50%) in shares of TCP Common Stock; provided, however, that, no more than an aggregate of 347,961 1,531,591 shares of TCP Common Stock shall be issued to CDI Sensor in connection with the payment of any Contingent Consideration and, to the extent that CDI have Sensor has received an aggregate of 347,961 1,531,591 shares of TCP Common Stock in connection with the payment of Contingent Consideration, all remaining amounts of Contingent Consideration shall be paid by Purchaser to CDI Sensor in cash. With respect to each payment of Contingent Consideration pursuant to this Section 3.6 for each Earn Out Period, each share of TCP Common Stock to be issued pursuant to this Section 3.6(d) for each respective Earn Out Period, shall be valued based upon the ten (10) consecutive trading day average (the "Average Price") of the mid-point of the ask and bid price at the end of each trading day of a share of TCP Common Stock for each day during such ten day period ending on the day prior to the end of each Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source); provided, however, that (i) if 110% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 110% of the Average Price as calculated for such Earn Out Period; and (ii) if 90% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the day preceding the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 90% of the Average Price as calculated for such Earn Out Period. Notwithstanding the foregoing, the number of shares of TCP Common Stock to be issued to Sensor in any Earn Out Period shall be appropriately adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction involving shares of TCP Common Stock.