Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant shall have the right to receive two percent (2%) of Net Smelter Returns, if any.
(b) The relinquishment, withdrawal and entitlements for which this Section provides shall be effective as of the effective date of the recalculation under Sections 8.5 or 9.5. However, if the final adjustment provided under Section 8.5 for any recalculation under Section 8.6 results in a Recalculated Participating Interest of greater than ten percent (10%): (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Smelter Returns under Subsection 5.6(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 8.6(d). Similarly, if such final adjustment under Section 8.6 results in a Recalculated Participating Interest for either Participant of ten percent (10%) or less for a Program Period as to which the provisional calculation under Section 8.5 had not resulted in a Participating Interest of ten percent (10%) or less, then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest which is greater than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of Subsection 5.6(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 8.6(d), including of any Net Smelter Returns to whic...
Elimination of Minority Interest. (a) At any time after the Funding Completion Date, in the event that any Participant’s Participating Interest dilutes to an amount which is less than five percent (5%) of the aggregate of all of the Participating Interests in the Project Holding Company, such Participant’s Participating Interest in the Project Holding Company shall be cancelled, free and clear of any Encumbrances, in exchange for a net smelter royalty (the “NSR Royalty”), based upon two and one-half percent (2.5%) of the net revenue (direct or indirect) earned by the Project Holding Company from the sale of metal or non-metal products less transportation and refining costs. The Participant receiving the NSR Royalty shall be deemed to have withdrawn from the Project Holding Company and relinquished its entire Participating Interest in exchange for the NSR Royalty.
(b) On conversion of a Participating Interest into the NSR Royalty pursuant to this Section 6.3, the Relevant Parties covenant and agree to execute and deliver a mutually acceptable net smelter royalty agreement.
(c) If a Participant relinquishes its Participating Interest pursuant to this Section 6.3, the other Participant and the Project Holding Company shall have the unfettered right to make all decisions regarding the Lucerne Property and, in the case that the American Flat PP&E option is exercised pursuant to Section 8.9, to the American Flat PP&E, and the Operations, including any decisions at any time or from time to time to suspend, curtail or terminate any production as they, in their sole discretion, may determine. Except as otherwise provided in this Agreement, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the NSR Royalty.
(d) For the purposes of this Section 6.3 and the calculation of a Participant’s Participating Interest for the exchange thereof for the NSR Royalty:
Elimination of Minority Interest. Upon the reduction of its Participating Interest to less than 5%, a Participant shall be deemed to have withdrawn from this Agreement and its entire Participating Interest shall be converted into a 5% Net Proceeds Interest. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant.
Elimination of Minority Interest. 12 6.4 Continuing Liabilities Upon Adjustments of Participating Interests . . . . . . . . . . . 13 6.5
Elimination of Minority Interest. Upon the reduction of a Participant’s Participating Interest to 10% or less, such Participant’s Participating Interest shall convert to a 10 year, 5% Net Profits Interest, on the terms and conditions set forth in Schedule "D" hereto, with the term of such Net Profits Interest expiring on that date which is the tenth (10th) anniversary of the date upon which such Participant's Participating Interest was first reduced to 10% or less, and the other Participant's Participating Interest shall be increased by the same amount, free and clear of all encumbrances, except as otherwise provided for in this Agreement.
Elimination of Minority Interest. Upon the reduction of a Participant's Participating Interest to less than 10% (either pursuant to section 8.3 and/or section 8.4) such Participant shall be deemed to have withdrawn from this Agreement and shall relinquish its entire Participating Interest and the withdrawing Participant shall have the right to receive the NSR.
Elimination of Minority Interest. Upon the reduction of its Participating Interest to less than ten percent, a Participant shall be deemed to have withdrawn from this Agreement and shall relinquish its entire Participating Interest. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant, the withdrawing Participant shall receive in lieu of its Participating Interest a five percent Net Proceeds Interest. The provisions of this Section 6.5 shall only apply to a Participant whose Participating Interest is reduced to less than ten percent pursuant to any combination of voluntary reductions in participation pursuant to Sections 6.3 or Exploration contribution defaults pursuant to Section 6.4(b)(1), and shall not apply to a Participant whose Participating Interest is relinquished pursuant to Section 6.4(b)(2).
Elimination of Minority Interest. Upon the reduction of its Participating Interest to 10% or less, a Party shall automatically withdraw from the Venture and from this Agreement and shall assign, convey and transfer its entire Participating Interest to the remaining Party upon the automatic withdrawal. Upon such automatic withdrawal, the withdrawing Party (the “Royalty Holder”) shall be entitled to receive a two percent (2%) Net Smelter Return royalty interest from the Project (the “Royalty”) to be calculated and paid as set out in Exhibit “D” and shall no longer have any rights as a Party to the Project, the Assets and the Venture under this Agreement. Half of the Royalty may be purchase at any time by the other Party for $1,000,000.
Elimination of Minority Interest. (a) Upon the reduction of its Ownership Interest to 10% or less, other than as a result of a Transfer of some but not all of its Ownership Interest as permitted in Article 15, the Ownership Interest owned by the reducing Shareholder shall be automatically surrendered to the Company for cancellation and cancelled, in consideration for the granting by the Company (or at the direction of the Company by OpCo) to such reducing Shareholder (now Royalty Holder) of the Royalty. The Royalty Holder shall be entitled to receive only the Net Smelter Returns Royalty thereafter generated by the Company, as provided in Schedule C. The Royalty Holder shall have no Ownership Interest in, or any rights with respect to, the Company, OpCo or the Properties except as provided in Schedule C. As provided in Schedule C, the royalty shall initially be 2% of Net Smelter Returns, but the Company may at any time purchase a reduction of the rate to 1% of Net Smelter Returns on payment to the Royalty Holder of $1,000,000 for that purpose.
(b) If a Shareholder has transferred some but not all of its Ownership Interest, the provisions of this Section 10.10 shall be applied to the aggregate Ownership Interests held by the transferring Shareholder and its transferees, so that if the aggregate Ownership Interests held by such parties, their successors and assigns, is reduced to 10% or less, the Ownership Interest owned by the reducing Shareholders shall automatically be surrendered to the Company for cancellation and cancelled, in consideration for the granting by the Company (or at the direction of the Company by OpCo) to such reducing Shareholders collectively (now Royalty Holder) of the Royalty. The Royalty Holder shall be entitled to receive only the Net Smelter Returns Royalty thereafter generated by the Company, as provided in Schedule C.
Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. Subject to Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets, the Business, or under this Agreement, except that the Reduced Participant shall have the right to receive a royalty equal to one percent (1%) of Net Smelter Returns calculated as provided in Exhibit D. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets and the Business to the remaining Participant.
(b) The relinquishment, withdrawal and entitlements for which this Section provides shall be effective as of the effective date of the recalculation under Sections 9.5 or 10.5 and shall not be subject to subsequent recalculation.
