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Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced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's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets 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. However, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (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 Proceeds under SUBSECTION 6.3(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 9.6(D). Similarly, if such final adjustment under SECTION 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest o...
Elimination of Minority Interest. Upon the reduction of its Participating Interest to less than 10%, a Participant shall be deemed to have withdrawn from this Agreement and shall relinquish its entire Participating Interest. The withdrawing Participant shall thereafter retain only a 5% Net Proceeds interest in the Property, and shall have no further right, title or interest in Assets or under this Agreement. The withdrawing Participant's relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant.
Elimination of Minority Interest. (a) Upon the reduction of a Party's Participating Interest to 10% or less, that Party shall be vested with a Royalty. Notwithstanding anything in this Agreement to the contrary, such Royalty on Products shall comprise an interest in, run with, bind and touch the Properties and the Products if, as and whenever they constitute "real property" or severed personal property, as the case may be and be an interest having priority to any interest created under Section 8.4. Upon the vesting of the Royalty as provided above, such Party shall be deemed to have transferred to the Continuing Party its Participating Interest and such Party shall thereafter be called a Royalty Holder. Such transfer will be without cost and free and clear of royalties, liens, or other encumbrances arising by, through or under the Royalty Holder, except for the royalty referred to in this Subsection 8.5(a), and those other interests and exceptions to which both Parties have given their written consent after the date of this Agreement. The Royalty Holder shall execute and deliver all instruments as may be necessary to effect the transfer of its Participating Interest. The transfer under this Subsection 8.5(a) shall not relieve the Royalty Holder of its share of liabilities to third persons (whether accrued before or after such transfer) arising out of Operations prior to the transfer. The Royalty Holder's share of such liability shall be equal to its Participating Interest at the time such liability was incurred.
(b) Subject to Subsection 16.6 and Schedule D, the Royalty provided under Subsection 8.5(a) shall be freely transferable by the Royalty Holder notwithstanding any other provisions of this Agreement, and such transfer shall be binding upon and shall enure to the benefit of the parties involved and their respective successors and assigns.
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 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. 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. (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. 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. (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.
Elimination of Minority Interest. 15 6.6 Continuing Liabilities Upon Adjustments of Participating Interests......... 16 VII.
