Back-In Right Sample Clauses

A Back-In Right clause grants a party the option to regain a previously relinquished ownership interest in a project or asset, typically after certain conditions are met. In practice, this might allow an original owner to re-acquire a percentage of a mining or oil and gas venture after the other party has completed specific development milestones or made certain investments. The core function of this clause is to provide flexibility and future participation for the original owner, ensuring they can benefit from the project's success while initially reducing their risk or capital commitment.
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Back-In Right. (a) For a period of sixty (60) days following the date of the Optionor receiving all of the exploration results and confirmation of Expenditures from the Optionee, the Optionor shall, at its discretion, have the right to elect by notice in writing delivered to the Optionee: (i) to hold the two (2%) percent Net Smelter Return Royalty as set out in Section 13 hereof and, in such case, the Optionee will hold a one hundred (100%) percent undivided participating interest in the Property; or (ii) to exercise its right (the "Back-in Right") to acquire a fifty-one (51%) percent undivided interest in the Property by giving notice of such election in writing to the Optionee on or before the expiration of such sixty (60) day period. If the Optionor fails or neglects to give such a notice, it shall have no interest in the Property other than the Net Smelter Return Royalty pursuant to Section 13 hereof. (b) If the Optionor exercises its Back-in Right by giving notice to the Optionee pursuant to Section 14 (a) hereof, the Back-in Right shall vest in the Optionor when the Optionor incurs one hundred and thirty-five (135) percent of the Expenditures incurred by the Optionee on the Property (the "Back-in Interest Expenditures") within two (2) years after receipt by the Optionee of such notice by the Optionor (the "Vesting of the Back-in Right"). During this two (2) year period, the provisions of this Agreement hereof shall apply, mutatis mutandis, so that the Optionor, its employees, agents and independent contractors, shall have the exclusive rights and obligations of the Optionee, and its employees, agents and independent contractors, set forth in this Agreement and the Optionee, its employees, agents and independent contractors, shall have the exclusive rights and obligations of the Optionor, the employees, agents and independent contractors set for in this Agreement provided, that this shall not relieve either the Optionor or Optionee for responsibility under those Articles for their acts and omissions for the period prior to the two (2) year period. (c) Upon the Vesting of the Back-in Right, the Optionor and Optionee shall forthwith enter into a Joint Venture Agreement on the terms and conditions of the Joint Venture Agreement contemplated by Section 14 (d) upon the Optionor incurring the Back-in Interest Expenditures in accordance with Section 14 (b), with the initial undivided participating interests of the Optionor and Optionee in the Property being fifty-one (51%)...
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Back-In Right. (a) In the event that Stillwater’s Participating Interest reduces to less than twenty percent (20%) but remains equal to or greater than five percent (5%), Stillwater shall have the right at its sole and absolute discretion, to elect to exercise the right (the “Back-in Right”) to acquire from a percentage portion of Generation’s Participating Interest to increase Stillwater’s Participating Interest to twenty percent (20%), as of the date that Stillwater elects to exercise the Back-in Right (the “Back-in Right Interest”). The Back- in Right will be a one-time right, exercisable at any time on or after the completion and delivery of a Feasibility Study to the Management Committee, but prior to the expiry of ninety (90) days following the Commercial Production Decision Date. (b) If Stillwater elects to exercise the Back-in Right under Section 12.1(a), Stillwater shall provide Generation with written notice (the “Back-in Right Notice”) of its decision and make payment in cash by wire transfer to Generation equal to three hundred percent (300%) of the aggregate total Joint Venture Expenditures not advanced by Stillwater to the Joint Venture after the end of the Sole Funding Period that resulted in all dilution events to Stillwater (the “Back-in Right Payment”). Within ten (10) Business Days of receipt of the Back-in Right Notice and the Back-in Right Payment, Generation shall Transfer to Stillwater the Back-in Right Interest, free and clear of all Encumbrances. For example purposes only, if an Approved Program and Budget was for $10 million and Stillwater did not advance its share of $2 million, then to earn back up to a twenty percent (20%) Participating Interest, Stillwater must pay to Generation three times $2 million (being $6 million).
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Back-In Right. Xstrata has the right to repurchase a 50% undivided working interest in the Property on which a Treshold Resource (as defined in the First Tower Purchase Agreement) is discovered.
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Back-In Right. For a period of ninety (90) days following the date of the exercise of the Option by Halo, Goldcorp shall, at its sole discretion, have the right to elect by notice in writing delivered to Halo to exercise the right (the "Back-in Right") to acquire from Halo (i) a twenty-five (25%) percent interest in and to the Unpatented Property such that Goldcorp will thereafter have a sixty-five (65%) percent undivided recorded and beneficial interest in and to the Unpatented Property and Halo will have a thirty-five (35%) percent undivided recorded and beneficial interest in and to the Unpatented Property, (ii) an eighteen and three-quarters (18.75%) percent interest in and to the Seventy-Five % Claims such that Goldcorp will thereafter have a forty-eight and three quarters (48.75%) percent undivided registered and beneficial interest in and to the Seventy-Five % Claims and Halo will have a twenty-six and one-quarter (26.25%) percent undivided registered and beneficial interest in and to the Seventy-Five % Claims and (iii) a twelve and one-half (12.5%) percent interest in and to the Patented Property such that Goldcorp will thereafter have a thirty-two and one-half (32.5%) percent undivided registered and beneficial interest in and to the Patented Property and Halo will have a seventeen (17.5%) percent undivided registered and beneficial interest in and to the Patented Property, by giving notice of such election in writing to Halo and by paying Halo $6,000,000.00 on or before the expiration of such ninety (90) day period. If Goldcorp advises Halo in writing that it does not intend to exercise the Back-in Right or fails to give such a notice and make such payment within the ninety (90) day time frame for doing so, Halo shall issue and deliver one million (1,000,000) fully paid and non-assessable common shares of Halo, free and clear of all Encumbrances (the "Option Shares") to Goldcorp in accordance with and subject to section 6.4
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Back-In Right. Upon the Triggering Event, TIL and MAS shall have the right to acquire a total additional 15% Carried Interest in the Monterde Project for an amount equal to the lesser of 22.5% of the total exploration and development costs (including the costs of carrying out a feasibility study) incurred since the Effective Date on the Monterde Project or US$168,750 (herein called the "Back-In Right Fee"). Of the additional 15% Carried Interest TIL shall have the right to acquire a 3% Carried Interest under this section for a price equal to the lesser of 4.5% of the total exploration and development costs incurred since the Effective Date or US$33,750 and MAS shall have the right to acquire a 12% Carried Interest under this section for a price equal to the lesser of 18% of the total exploration and development costs incurred since the Effective Date or US$135,000. The total exploration and development costs incurred by KRI shall be determined at the time the Triggering Event occurs and shall be included in a notice of the Triggering Event which shall be given by KRI to the Developers forthwith after the occurrence of the Triggering Event. The Developers shall have the right to exercise their Back-In Right by paying the Back-In Right Fee in full for a period of sixty (60) days following notice from KRI of the Triggering Event. Each of the Developers shall provide notice to the other and to KRI within 45 days following receipt of the Triggering Event notice from KRI if it intends to exercise its Back-In Right and failing such notice a Developer who has given notice of its election to exercise its Back-In Right shall be entitled to the Back-In Right of the non-electing Developer and may exercise the Back-In Right with respect to the non-electing Developers percentage in accordance with the terms and conditions presented to the non-electing Developer. The Developers shall maintain at all times the right to immediately accelerate their Back-in Right by giving notice to KRI of such decision and submitting payment in the amount of $168,750. The Developers shall only have the right to accelerate their Back-in Right for the entire 15% Carried Interest. The Parties acknowledge and agree that in the case of any sale, transfer or joint venture of an interest in the Monterde Project Properties by KRI that the Developers shall have the prior right of consultation and review with KRI regarding the terms and conditions of such sale or joint venture. KRI acknowledges that it shall act i...
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Back-In Right. CVSA shall have a “back-in” right in respect of each Project, exercisable after ESTELAR has completed 10,000 meters of drilling on the relevant Project. The “back-in” right is for a 60% interest on the relevant Project. In the event CVSA elects to exercise its back in right in respect of any Project CVSA shall reimburse ESTELAR an amount equal to 2.5 the amounts incurred as Expenditures on the relevant Project minus CVSA’s historic expenditures on the relevant Project. CVSA’s 60% interest can be increased to 70% by CVSA providing project financing for ESTELAR’s 30% development share, at industry standard terms, to be repaid by ESTELAR on an agreed basis. CVSA’s historic expenditures for a particular project will be calculated in the same manner as Expenditures that are incurred by Exeter under this agreement.
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Back-In Right. Effective upon the Option Earn-In Date, Duncan Park does hereby grant to Sphere the Back-In Right for the Back-In Period. If Sphere exercises the Back-In Right, Sphere shall have earned a 51% undivided interest in the Property, free and clear of any and all Encumbrances, save and except for the 3 1/2% NSR to Camp McMan.
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Back-In Right. (a) Barrick Bullfrog has reserved unto itself from the grant of rights to Rocky Mountain hereunder the right to acquire a 51.00% undivided interest in the Properties (“Back-In Right”) upon payment of the consideration and subject to the terms and conditions as described in the Back-in Right Agreement attached as Exhibit D hereto (the “Back-in Right Agreement”). On the date of the Closing, Barrick Bullfrog and Rocky Mountain will execute the Back-in Right Agreement. (b) The Back-in Right will run with the land and form part of the Property, and shall apply to the Property held by Rocky Mountain, its successors or assignees. (c) Following the exercise of the Back-in Right, Rocky Mountain will execute and deliver to Barrick Bullfrog all documents reasonably necessary to effect the transfer and registration of an undivided 51.00% unencumbered interest in and to the Properties into the name of Barrick Bullfrog, which shall then be the Operator, in accordance with the terms and requirements of the Back-In Agreement.
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Back-In Right. Except in the circumstances described in Section 8.8, if the actual costs incurred in carrying out an Approved Program are less than 80% of the costs budgeted therefor, the Operator will notify those parties who were Participating Parties at the time of approval of the Approved Program and who elected not to participate therein of such fact and provide such parties with a period of 30 days in which to re-elect and to pay their proportionate share of the costs actually incurred under the Approved Program, plus interest thereon at the Prime Rate. If within such period such costs and interest are paid, the paying Participating Party(s) will be deemed to have participated in the Approved Program and the provisions of Section 8.10 will not apply.
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Related to Back-In Right

  • Participation Right Until thirty (30) days after the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees that the right set forth in this Section 4.12 is a right granted by the Company, separately, to each Purchaser. (a) At least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Purchaser a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether such Purchaser is willing to accept material non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Purchaser that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Purchaser within three (3) Trading Days after the Company’s delivery to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Purchaser an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and (C) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer such Purchaser’s pro rata portion of thirty percent (30%) of the Offered Securities, provided that the number of Offered Securities which such Purchaser shall have the right to subscribe for under this Section 4.12 shall be (x) based on such Purchaser’s pro rata portion of the aggregate number of Shares purchased hereunder by all Purchasers (the “Basic Amount”), and (y) with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Purchaser shall have an opportunity to subscribe for any remaining Undersubscription Amount. (b) To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company prior to the end of the fifth (5th) Business Day after such Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Purchaser a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Purchaser’s receipt of such new Offer Notice. (c) The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Purchaser (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 6-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.12(c) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Purchaser elected to purchase pursuant to Section 4.12(b) above multiplied by a fraction, (A) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Purchasers pursuant to this Section 4.12 prior to such reduction) and (B) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Purchasers in accordance with Section 4.12(a) above. (e) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Purchaser shall acquire from the Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4.12(d) above if such Purchaser has so elected, upon the terms and conditions specified in the Offer. The purchase by such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Purchaser of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Purchaser and its counsel. (f) Any Offered Securities not acquired by a Purchaser or other Persons in accordance with this Section 4.12 may not be issued, sold or exchanged until they are again offered to such Purchaser under the procedures specified in this Agreement. (g) The Company and each Purchaser agree that if any Purchaser elects to participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company. (h) Notwithstanding anything to the contrary in this Section 4.12 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Purchaser with another Offer Notice and such Purchaser will again have the right of participation set forth in this Section 4.12. The Company shall not be permitted to deliver more than one such Offer Notice to such Purchaser in any sixty (60) day period, except as expressly contemplated by the last sentence of Section 4.12(b). (i) The restrictions contained in this Section 4.12 shall not apply in connection with the Exempt Issuance.