Common use of Elimination of Minority Interest Clause in Contracts

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 (a) A Reduced Member whose Recalculated Membership Interest becomes less than 10% shall be deemed to have withdrawn from the Company and shall relinquish its entire Membership Interest free and clear of any Encumbrances arising by, through or under the Reduced Member, except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. If a Shareholder’s Proportionate Share falls below 5% (a) A Reduced Member whose Recalculated Membership Interest becomes such Shareholder, a “Minority Shareholder”), the Majority Shareholder shall have the right and option to purchase from the Minority Shareholder all, but not less than 10all, of the Minority Shareholder’s Shares (the “Minority Shares”) and the Minority Shareholder shall be required to Transfer to the Majority Shareholder all of the Minority Shares for the price determined in accordance with this Section 5.3 (the “Purchase Price”). To exercise the purchase right provided for in this Section 5.3, the Majority Shareholders shall deliver to the Minority Shareholder notice of the exercise of its purchase right (the “Elimination Notice”) within 60 days of the Minority Shareholder’s Proportionate Share first falling below 5% (the “Triggering Event”). If the Elimination Notice is not delivered to the Minority Shareholder within 60 after the Triggering Event, then the Majority Shareholder’s right to purchase the Minority Shares pursuant to this Section 5.3 shall expire and shall be of no further force or effect. The Purchase Price will be determined as follows: Within 10 days of the Minority Shareholder’s receipt of the Elimination Notice, the Majority Shareholder and the Minority Shareholder shall each propose a price for the Minority Shares. The Purchase Price will be the average of the prices proposed, unless the difference between the proposed prices is greater than 20%. If the difference in the proposed prices is greater than 20%, the Minority Shareholder and the Majority Shareholder shall appoint a mutually acceptable arm’s length firm of recognized business valuators to determine the fair market value of the Minority Shares, which fair market value will be deemed to be the Purchase Price. If within 20 days of the Minority Shareholder’s receipt of the Elimination Notice, the Minority Shareholder and the Majority Shareholder cannot agree or have failed to appoint a firm of recognized business valuators, then the Minority Shareholder and the Majority Shareholder shall each appoint an arm’s length firm of recognized business valuators of their choosing to determine the fair market value of the Minority Shares. The average of the fair market value of the Minority Shares determined by the two firms of recognized business valuators shall be deemed to have withdrawn from be the Company Purchase Price. Any purchase and sale of the Minority Shares shall relinquish its entire Membership Interest free and clear of any Encumbrances arising byoccur in accordance with the procedures set out in Section 9.2(d), through or under the Reduced Membermutatis mutandis, except any Permitted Encumbrances to which that for the Members have agreed. Such relinquished Membership Interest purposes of “Closing Date” the 30 day period after the expiry of the Acceptance Period shall be deemed to have accrued automatically refer to the other Member. The Reduced Member’s Capital Account shall be transferred to 30 day period after 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 determination 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 MemberPurchase Price.

Elimination of Minority Interest. (a) A Reduced Member whose Recalculated Membership Upon the reduction of its Percentage Interest becomes to an amount that is equal to or less than 10% five percent (5%), a Member (the “Resigning Member”) shall be deemed to have withdrawn resigned from the Company as a Member under Section 18-306(2) of the Act and shall relinquish to have relinquished its entire Membership Interest. Subject to Section 5.6(b), the Resigning Member shall be entitled to no consideration whatsoever for its Membership Interest, other than an economic right to continue to receive payments of Products in kind from the Company at the times that Products are distributed or sold to the remaining Members in the Company and in the aggregate amounts that such Resigning Member would have received as distributions or sales from the Company pursuant to Section 10.2 (based on the Percentage Interest of the Resigning Member at the time of the resignation) if the Resigning Member had remained a Member in the Company, but only until the Resigning Member has received aggregate payments or Products in kind after the date of such resignation equal to the sum of (i) the Resigning Member’s Capital Account as of the date of such resignation, plus (ii) interest at a rate of LIBOR, plus three percent (3%) on the outstanding amount that remains unpaid under clause (i) above from the date of the resignation until the date paid. Payment in kind of Products to such Person shall be credited to such deferred payment obligation based on the Spot Price of Products delivered to the Resigning Member after the date of the resignation. Upon any such resignation, the Resigning Member shall take such action as the other Member may request to evidence the relinquishment to the Company of its entire Membership Interest, free and clear of any Encumbrances arising by, through or under the Reduced Resigning Member. Any such resignation under this Section 5.6 shall not relieve the resigning Member of its obligations under Section 5.5 (whether any liability with respect thereto accrues before or after such resignation) arising out of Operations conducted prior to such resignation. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, except any Permitted Encumbrances LLC – Page 23 (b) If POS-Minerals is the Resigning Member under Section 5.6(a), the Resigning Member may elect to which the Members have agreed. Such relinquished Membership Interest shall be deemed convert its right to have accrued automatically payment in kind of Products under Section 5.6(a) to the other MemberNevada Moly NSR Royalty by delivering written notice (an “NSR Election Notice”) of such election to Nevada Moly within thirty (30) days after the date of such resignation. The Reduced Member’s Capital Account shall be transferred to Upon receipt of the remaining Member. ThereafterNSR Election Notice, 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 Nevada Moly shall execute and deliver to POS-Minerals an appropriate conveyance of all of its right, title and interest in the Company agreement whereby it will irrevocably agree to the remaining Member. The Reduced Member shall, however, have the right pay to receive 5% of Net Proceeds, if any, upon the thenPOS-existing Company Properties and Operations up to Minerals an amount (the “Nevada Moly NSR Royalty”) equal to the Reduced Member’s Equity Account balance product of (i) an amount expressed as a percentage, the numerator of which equals the Percentage Interest 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 Resigning 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 the delivery of its NSR Election Notice, and the denominator of which equals five (5); multiplied by (ii) the amount of any otherwise scheduled quarterly paymentgross revenue received by Nevada Moly or any of its Affiliates, successors or assigns, from the 5% Net Proceeds payment sale of Products produced in Operations and distributed to Nevada Moly; divided by (iii) the Percentage Interest of Nevada Moly and its Affiliates in the Company. The Nevada Moly NSR Royalty shall be paid monthly within thirty (30) days after the end of the month during which any gross revenue is received by Nevada Moly or any of its Affiliates. Nevada Moly shall cause General Moly to be jointly and severally liable for the Nevada Moly NSR Royalty, but the Company shall not be made to have any liability or responsibility therefor, and the Reduced Member, but Nevada Moly NSR Royalty shall be made to the remaining Member or the Company at the choosing not constitute an Encumbrance on any of the remaining MemberAssets or Properties of the Company.

Elimination of Minority Interest. (a) A Reduced Member Participant whose Recalculated Membership Participating Interest becomes less than ten percent (10% %) shall be deemed to have withdrawn from the Company Business and shall relinquish its entire Membership Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced MemberParticipant, except any Permitted such Encumbrances to listed in the Disclosure Schedule or which the Members have agreedManagement Committee has approved pursuant to this Agreement. Such relinquished Membership Participating Interest shall be deemed to have accrued automatically to the other MemberParticipant. The Reduced MemberParticipant’s capital account as determined in accordance with the provisions of Article IV of the Tax Exhibit (“Capital Account Account”) shall transfer to the other Participant, and the tax partnership established under the Tax Exhibit shall be transferred liquidated in accordance with Paragraph 4.2 of the Tax Exhibit. If the Reduced Participant’s Recalculated Participating Interest is reduced to less than ten percent (10%) other than by reason of a default by the remaining MemberReduced Participant under Section 10.3, the Reduced Participant shall have the right to receive five percent (5%) of Net Proceeds, if any, to a maximum amount of one hundred percent (100%) of the Reduced Participant’s Equity Account balance as of the effective date of the withdrawal. ThereafterIf the Reduced Participant’s Participating Interest is reduced to less than ten percent (10%) as the result of its default under Section 10.3, the Reduced Participant shall have the right to received five percent (5%) of Net Proceeds, if any, to a maximum amount of fifty percent (50%) of the Reduced Participant’s Equity Account balance as of the effective date of such withdrawal. Upon receipt of such amount, and subject to Section 5.136.4, the Reduced Member Participant shall thereafter have no further right, title, or interest in the Company Assets or under this Agreement. In such event, the Reduced Member Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Company Assets 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 MemberParticipant.