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Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced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.
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 Upon the reduction of its Participating Interest to less than 5%, a Participant shall be deemed to have withdrawn from this Agreement and its entire Participating Interest shall be converted into a 5% Net Proceeds Interest.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. (a) A Reduced Member whose Recalculated Membership Interest becomes less than 10% shall be deemed to have withdrawn from the Company and shall relinquish its entire Membership Interest free and clear of any Encumbrances arising by, through or under the Reduced Member, except any Permitted Encumbrances to which the Members have agreed. Such relinquished Membership Interest shall be deemed to have accrued automatically to the other Member. The Reduced Member’s Capital Account shall be transferred to the remaining Member. Thereafter, subject to Section 5.13, the Reduced Member shall thereafter have no further right, title, or interest in the Company or under this Agreement. In such event, the Reduced Member shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Company to the remaining Member. The Reduced Member shall, however, have the right to receive 5% of Net Proceeds, if any, upon the then-existing Company Properties and Operations up to an amount equal to the Reduced Member’s Equity Account balance as of the effective date of the withdrawal, such royalty payment to run with title to the then-existing Company Properties, and the Members hereby agreeing to execute such documents as shall be necessary to evidence such intent. Such royalty shall be paid quarterly, if there are no Continuing Liabilities or other continuing obligations of the Reduced Member which are not then current; if there are unpaid Continuing Liabilities or other continuing obligations to the Company or other Member outstanding at the time of any otherwise scheduled quarterly payment, the 5% Net Proceeds payment shall not be made to the Reduced Member, but shall be made to the remaining Member or the Company at the choosing of the remaining Member.
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.
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 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). 164067
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.
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 Percentage Interest of a Member (the "Withdrawing Member") becoming less than 10%, the other Members (the "Remaining Members") shall have the right at any time thereafter to elect to require that the Withdrawing Member relinquish its entire Ownership Interest free and clear of any Encumbrances arising by, through or under the Withdrawing Member, except the Permitted Encumbrances and any other Encumbrances to which the Members have agreed in writing. Upon the exercise of such election by the Remaining Members, the provisions of Article 18 shall apply and all the remaining Ownership Interest of the Withdrawing Member shall be deemed to have transferred automatically to the Company, provided that the Company and the Members may, acting reasonably, agree to structure steps discussed in the foregoing in an alternate manner to ensure tax efficiency. Concurrent with the completion of such transfer of the Ownership Interest to the Company, the Company shall enter into a royalty agreement with the Withdrawing Member in substantially the form of Exhibit E, granting to the Withdrawing Member the Royalty on the Properties effective as of the effective date of relinquishment of the Withdrawing Member's Ownership Interest. Upon receipt of such royalty agreement in respect of the Royalty signed by the Company, the Withdrawing Member shall thereafter have no further rights, title, interest or claim in or to the Company or the Assets or otherwise under this Agreement.
