TERMINATING EVENT BY NOTEHOLDERS Clause Samples

TERMINATING EVENT BY NOTEHOLDERS. In the course of restructuring Royal Oak, in the event that one or more holders or former holders of Royal Oak's Secured 12.75% Senior Subordinated Notes due 2006 (the "Noteholders") or any associate or affiliate thereof and/or any person or persons acting jointly or in concert with any one or more of the Noteholders or the associates or affiliates of any one or more of the Noteholders, whether directly or indirectly: i. acquire(s) beneficial ownership or control and direction over the securities of Royal Oak which represent or which are convertible or exchangeable into securities of Royal Oak which represent or would, upon conversion or exchange, represent 50% or more of the total number of votes attached to Royal Oak's then outstanding securities entitled to be voted on the election of directors of Royal Oak; ii. acquire(s) or otherwise hold(s) the right to elect, appoint or nominate for election as, directors of Royal Oak, such number of persons as is equal to or greater than 30% of the number of directors of Royal Oak holding office as directors of Royal Oak immediately prior to such right being acquired or held; or iii. cause the dismissal (including without limitation, constructive dismissal) of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Chairman or the Board of Directors of Royal Oak, (Clauses i., ii. and iii. above are hereinafter referred to individually or collectively as a "Terminating Event") the Employee shall have the option, exercisable within 30 days of the Terminating Event, of terminating this Agreement and his employment hereunder, immediately on delivery to Arctic and Royal Oak of a notice in writing (the "Terminating Notice"). If the Employee so terminates this Agreement pursuant to this subparagraph (b.1): (A) Arctic shall pay the Employee, within 10 days of delivery to it of the Termination Notice, an amount equal to the sum of 24 months base salary. (B) Arctic shall pay the Employee, within 10 days of delivery to it of the Termination Notice, an amount equal to any bonus earned by the Employee, but not paid. (C) Arctic shall permit the Employee to continue to participate for 18 months in Arctic's fringe benefits as set out in subparagraph 5(b) herein (the "Fringe Benefits") under its then existing plans for an 18 month period following the Terminating Notice followed by payment to the Employee of a lump sum equal to Arctic's cost of maintaining the Employee on the Fringe Benefits under its then existing plans for a six month period. In the event that any...