Tranche Two Payment. Within five business days after the Paying Agent receives funds for the Tranche Two Payment, the Paying Agent shall deliver appropriate checks in the amount equal to the cash each person who held Certificates is entitled to receive as Merger Consideration (taking into account all shares of Company Common Stock previously held by such holder).
Tranche Two Payment. If the Advisor commences service on the Board following (i) the appointment of the Advisor by the Company to the Board in connection with an Agreed Settlement or (ii) the election of the Advisor to the Board following the nomination of the Advisor by Sachem Head for election as a director of the Company at the Annual Meeting (the date of such event, the “Commencement Date”), Sachem Head will pay (or cause to be paid) the Tranche Two Payment to the Advisor, on the terms and subject to the conditions set forth herein. The Advisor’s right to receive the Tranche Two Payment shall vest on the Tranche Two Vesting Date, provided, however, that no amounts shall vest following the earlier of the date upon which (x) the Advisor resigns from the Board or (y) the Advisor refuses to serve on the Board or stand for re-election thereto, or (z) this Agreement is terminated for Cause. In the event of the death or permanent disability (as defined under the Company’s applicable policies at the time) of the Advisor or the failure of the Company to nominate the Advisor to stand for reelection to the Board against the desire of the Advisor, the Tranche Two Payment shall immediately vest. For the avoidance of doubt, in the event that the Advisor does not serve as a director on the Board as a result of Sachem Head’s nomination of the Advisor or as part of an Agreed Settlement, there will be no Commencement Date and no amounts shall be owed or payable pursuant to this Section 2(a)(ii).
