Majority Member Election Sample Clauses

Majority Member Election. Notwithstanding any other provision of this Agreement, if at any time after the Effective Date the Percentage Interest of Gauss (or a Transferee of 100% of Gauss’s Units in accordance with Section 11.8) or GQ Holdco (or a Transferee of 100% of GQ Holdco’s Units in accordance with Section 11.8) is less than twenty percent (20%) (such Member, the “Minority Member”), then, upon the occurrence of such event (the date on which such event occurs, the “Trigger Date”), Gauss or GQ Holdco, as applicable (such Member that is not the Minority Member, the “Majority Member”), shall have the right to elect one of Section 12.5.1(a), (b) or (c) (none of which shall constitute a termination or dissolution of the Company) by delivering written notice of such election to the Minority Member and the Company on or after the Trigger Date; provided, however, that, if the Majority Member fails to make an election under this Section 12.5.1 prior to the expiration of the sixty (60) day period commencing with the later of (i) the Trigger Date and (ii) the date on which the Minority Member gives written notice to the Majority Member that its Percentage Interest is less than twenty percent (20%) and that therefore the provisions of this Section 12.5 apply, then the Minority Member shall have the right to elect one of Section 12.5.1(a) or (b) by delivering written notice of such election to the Majority Member and the Company prior to the expiration of the thirty (30) day period commencing after the expiration of such sixty (60) day period, provided, that the failure of the Minority Member to make such an election within such thirty (30) day period shall be deemed an election, effective on the expiration of such thirty (30) day period, to be converted into a Net Smelter Return Royalty in accordance with Section 12.5.1(a): (a) convert the Minority Member’s Interest into a Net Smelter Return Royalty, using a standard industry form of net smelter return royalty agreement including audit rights, upon which the Minority Member shall be deemed to have withdrawn from the Company, shall cease to be a Member of the Company and shall thereafter have no further Interest or rights under this Agreement; provided, that, in respect of a Percentage Interest of the Minority Member in the range from zero percent (0%) to twenty percent (20%), the corresponding Net Smelter Return Royalty shall be a pro rated percentage in the range from zero percent (0%) to five percent (5%), determined on a linear basis ...