Common use of Elimination of Minority Interest Clause in Contracts

Elimination of Minority Interest. (a) At any time after the Funding Completion Date, in the event that any Participant’s Participating Interest dilutes to an amount which is less than ten percent (10%) of of the aggregate of all of the Perticipating Interests in the Joint Venture, such Participant’s Participating Interest in the Joint Venture shall be eliminated and exchanged for a one percent (1.0%) royalty (the “Royalty”) on the terms described in Exhibit D to this Agreement and the Participant whose Participating Interest had reduced to less than ten percent (10%) shall be deemed to have withdrawn from the Venture and shall relinquish its entire Participating Interest in exchange for the Royalty, free and clear of any Encumbrances arising by, through or under them other than the Royalty, the ▇▇▇▇▇ Royalty and other Permitted Encumbrances at that time. (b) On conversion of a Participating Interest into the Royalty pursuant to this Section 6.4, the parties hereto covenant and agree to execute and deliver a royalty agreement in the form attached hereto as Exhibit D. (c) If a Participant relinquishes its Participating Interest pursuant to this Section 6.4, the other Participant shall have the unfettered right to make all decisions regarding the Properties, including any decisions at any time or from time to time to suspend, curtail or terminate any production as such other Participant, in its sole discretion, may determine. Except for or as provided in Section 6.5 and Section 14.5 and this Section 6.4, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the Royalty and vesting of one hundred percent (100%) of all the Properties in one Participant. (d) For the purposes of this Section 6.4 and the calculation of a Participant’s (i) Rockex and any and all assignees of Rockex’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and (ii) DIME and any and all assignees of DIME’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and, as a result, there shall only be one Royalty resulting from the dilution of any Participating Interest to an amount which is less than ten percent (10%) and conversion thereof into a Royalty. (e) For the purposes of this Section 6.4, each of the Projects created pursuant to Section 6.9 hereof shall be considered as a separate Property for determination of the conversion of a Participating Interest in the applicable Project into a Royalty on the applicable Project.

Elimination of Minority Interest. (a) At any time after the Funding Completion Date, in the event that any Participant’s Participating Interest dilutes to an amount which is less than ten five percent (105%) of of the aggregate of all of the Perticipating Participating Interests in the Joint VentureProject Holding Company, such Participant’s Participating Interest in the Joint Venture Project Holding Company shall be eliminated cancelled, free and exchanged clear of any Encumbrances, in exchange for a one percent (1.0%) net smelter royalty (the “NSR Royalty”) on the terms described in Exhibit D to this Agreement ), based upon two and the Participant whose Participating Interest had reduced to less than ten one-half percent (102.5%) of the net revenue (direct or indirect) earned by the Project Holding Company from the sale of metal or non-metal products less transportation and refining costs. The Participant receiving the NSR Royalty shall be deemed to have withdrawn from the Venture Project Holding Company and shall relinquish relinquished its entire Participating Interest in exchange for the NSR Royalty, free and clear of any Encumbrances arising by, through or under them other than the Royalty, the ▇▇▇▇▇ Royalty and other Permitted Encumbrances at that time. (b) On conversion of a Participating Interest into the NSR Royalty pursuant to this Section 6.46.3, the parties hereto Relevant Parties covenant and agree to execute and deliver a mutually acceptable net smelter royalty agreement in the form attached hereto as Exhibit D.agreement. (c) If a Participant relinquishes its Participating Interest pursuant to this Section 6.46.3, the other Participant and the Project Holding Company shall have the unfettered right to make all decisions regarding the PropertiesLucerne Property and, in the case that the American Flat PP&E option is exercised pursuant to Section 8.9, to the American Flat PP&E, and the Operations, including any decisions at any time or from time to time to suspend, curtail or terminate any production as such other Participantthey, in its their sole discretion, may determine. Except for or as otherwise provided in Section 6.5 and Section 14.5 and this Section 6.4Agreement, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the Royalty and vesting of one hundred percent (100%) of all the Properties in one ParticipantNSR Royalty. (d) For the purposes of this Section 6.4 6.3 and the calculation of a Participant’s (i) Rockex and any and all assignees of Rockex’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and (ii) DIME and any and all assignees of DIME’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and, as a result, there shall only be one Royalty resulting from for the dilution of any Participating Interest to an amount which is less than ten percent (10%) and conversion exchange thereof into a for the NSR Royalty. (e) For the purposes of this Section 6.4, each of the Projects created pursuant to Section 6.9 hereof shall be considered as a separate Property for determination of the conversion of a Participating Interest in the applicable Project into a Royalty on the applicable Project.:

Elimination of Minority Interest. (a) At any time after Upon the Funding Completion Date, in the event that any reduction of a Participant’s Participating Interest dilutes to an amount which is less than ten percent (10%) of of the aggregate of all of the Perticipating Interests in the Joint Venture, such Participant’s 's Participating Interest in the Joint Venture shall be eliminated and exchanged for a one percent (1.0%) royalty (the “Royalty”) on the terms described in Exhibit D to this Agreement and the Participant whose Participating Interest had reduced an Exploration Area or Production Area to less than ten percent 15%, the Participant's Participating Interest in that Area shall be converted as follows: (10%1) to a 3% Net Smelter Returns interest on Products, if any, produced from Properties in such Area that are held as an undivided fee simple estate (including patented mining claims) with no production or other type of royalty, overriding royalty, advance royalty or rental obligation that existed, or was contemplated by agreement to arise in the future, as of the effective date of the Earn-in Agreement, and/or (b) to a 1% Net Smelter Returns interest on Products, if any, produced from all other Properties in such Area. Such Participant shall be deemed to have withdrawn from transferred to the Venture and shall relinquish remaining Participant its entire Participating Interest in exchange for the Royaltyrelevant Area, but this transfer will not include its Participating Interest in the remainder of the Properties. Such transfer will be without cost and free and clear of any Encumbrances royalties, liens, or other encumbrances arising by, through or under them other than the Royaltysuch transferring Participant, the ▇▇▇▇▇ Royalty except those royalties and other Permitted Encumbrances exceptions to title described in Part 1 of Exhibit A (if any), Section 6.4, this Section 6.5, and those other interests and exceptions to which both Participants have given their written consent after the date of this Agreement. The transferring Participant shall execute and deliver all instruments as may be necessary to effect the transfer of its Participating Interest in the relevant Area. The transfer under this Section 6.5(a) shall not relieve the transferring Participant of its share of liabilities to third persons (whether such accrued before or after such transfer) arising out of Operations conducted on the relevant Area prior to the transfer. The transferring Participant's share of such liability shall be equal to its Participating Interest in the relevant Area at that timethe time such liability was incurred. (b) On conversion of a Participating Interest into Subject to Section 15.2(k), the Royalty pursuant to Net Smelter Returns interest provided under this Section 6.4, 6.5 shall be freely transferable by the parties hereto covenant and agree to execute and deliver a royalty agreement in the form attached hereto as Exhibit D. (c) If a Participant relinquishes its Participating Interest pursuant to this Section 6.4, the receiving it notwithstanding any other Participant shall have the unfettered right to make all decisions regarding the Properties, including any decisions at any time or from time to time to suspend, curtail or terminate any production as such other Participant, in its sole discretion, may determine. Except for or as provided in Section 6.5 and Section 14.5 and this Section 6.4, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the Royalty and vesting of one hundred percent (100%) of all the Properties in one Participant. (d) For the purposes provisions of this Section 6.4 Agreement, and the calculation of a Participant’s (i) Rockex and any and all assignees of Rockex’s Participating Interest, in whole or in part, it shall be aggregated into one combined Participating Interest and (ii) DIME binding upon and any and all assignees of DIME’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and, as a result, there shall only be one Royalty resulting from inure to the dilution of any Participating Interest to an amount which is less than ten percent (10%) and conversion thereof into a Royalty. (e) For the purposes of this Section 6.4, each benefit of the Projects created pursuant to Section 6.9 hereof shall be considered as a separate Property for determination of the conversion of a Participating Interest in the applicable Project into a Royalty on the applicable ProjectParticipants and their respective successors and assigns.

Elimination of Minority Interest. (a) At any time after Upon the Funding Completion Date, in the event that any Participant’s reduction of a Party's Participating Interest dilutes 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 amount which is less than ten percent (10%) of 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 aggregate of all of the Perticipating Interests in the Joint VentureRoyalty as provided above, such Participant’s Participating Interest in the Joint Venture shall be eliminated and exchanged for a one percent (1.0%) royalty (the “Royalty”) on the terms described in Exhibit D to this Agreement and the Participant whose Participating Interest had reduced to less than ten percent (10%) Party shall be deemed to have withdrawn from transferred to the Venture and shall relinquish Continuing Party its entire Participating Interest in exchange for the Royalty, and such Party shall thereafter be called a Royalty Holder. Such transfer will be without cost and free and clear of any Encumbrances royalties, liens, or other encumbrances arising by, through or under them the Royalty Holder, except for the royalty referred to in this Subsection 8.5(a), and those other than interests and exceptions to which both Parties have given their written consent after the Royalty, 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 and other Permitted Encumbrances 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 that timethe time such liability was incurred. (b) On conversion of a Participating Interest into Subject to Subsection 16.6 and Schedule D, the Royalty pursuant 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 this Section 6.4, the benefit of the parties hereto covenant involved and agree to execute their respective successors and deliver a royalty agreement in the form attached hereto as Exhibit D. (c) If a Participant relinquishes its Participating Interest pursuant to this Section 6.4, the other Participant shall have the unfettered right to make all decisions regarding the Properties, including any decisions at any time or from time to time to suspend, curtail or terminate any production as such other Participant, in its sole discretion, may determine. Except for or as provided in Section 6.5 and Section 14.5 and this Section 6.4, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the Royalty and vesting of one hundred percent (100%) of all the Properties in one Participantassigns. (d) For the purposes of this Section 6.4 and the calculation of a Participant’s (i) Rockex and any and all assignees of Rockex’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and (ii) DIME and any and all assignees of DIME’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and, as a result, there shall only be one Royalty resulting from the dilution of any Participating Interest to an amount which is less than ten percent (10%) and conversion thereof into a Royalty. (e) For the purposes of this Section 6.4, each of the Projects created pursuant to Section 6.9 hereof shall be considered as a separate Property for determination of the conversion of a Participating Interest in the applicable Project into a Royalty on the applicable Project.

Elimination of Minority Interest. (a) At any time after 6.4.1 Upon the Funding Completion Date, in the event that any Participant’s reduction of its Participating Interest dilutes to an amount which is less than ten fifteen percent (1015%) of of the aggregate of all of the Perticipating Interests in the Joint Ventureor less, such Participant’s Participating Interest in the Joint Venture shall be eliminated and exchanged for by other than default under Subsection 6.3.2 or by COMPANY making its election under Subsection 5.2.3.2(iii) , a one percent (1.0%) royalty (the “Royalty”) on the terms described in Exhibit D to this Agreement and the Participant whose Participating Interest had reduced to less than ten percent (10%) shall be deemed to have withdrawn from the Venture and shall relinquish its entire Participating Interest in exchange for the RoyaltyInterest, free and clear of any Encumbrances arising by, through or under them other than the Royalty, the ▇▇▇▇▇ Royalty and other Permitted Encumbrances at that time. (b) On conversion of a Participant. Such relinquished Participating Interest into shall be deemed to have accrued automatically to the Royalty pursuant other Participant, and the interest of the diluted Participant shall be converted to this Section 6.4a 2% Net Smelter Returns royalty, as defined in Exhibit E. 6.4.2 if any Participant fails to participate in a Program and Budget for two (2) consecutive Program and Budget periods, then the parties hereto covenant non-participating Participant shall be deemed to have withdrawn from the Venture and agree shall relinquish its entire Participating Interest, free and clear of any Encumbrances arising by, through or under that Participant. Such relinquished Participating Interest shall be deemed to execute have accrued automatically to the other Participant, and deliver the interest of the non-participating Participant shall be converted to a royalty agreement 2% Net Smelter Returns royalty, as defined in Exhibit E. 6.4.3 if any Participant fails to participate in the form attached hereto first Program and Budget which includes in whole or in part Development or Mining, then the non-participating Participant shall be deemed to have withdrawn from the Venture and shall relinquish its entire Participating Interest, free and clear of any Encumbrances arising by, through or under that Participant. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant, and the interest of the non-participating Participant shall be converted to a 2% Net Smelter Returns royalty, as defined in Exhibit D. (c) E. If a Participant relinquishes forfeits its Participating Interest pursuant then any decision to this Section 6.4place the Properties into production shall be at the sole discretion of the other Participant, and if the Properties is in or is placed into production, the other non-forfeiting Participant shall have the unfettered right to make all decisions regarding the Properties, including any decisions at any time or from time to time to suspend, curtail or terminate any production such operation as such other Participant, it in its sole discretion, discretion may determine. Except for or as provided in Section 6.5 and Section 14.5 and this Section 6.4, this Agreement shall terminate on conversion of a Participant’s Participating Interest into the Royalty and vesting of one hundred percent (100%) of all the Properties in one Participant. (d) For the purposes of this Section 6.4 and the calculation of a Participant’s (i) Rockex and any and all assignees of Rockex’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and (ii) DIME and any and all assignees of DIME’s Participating Interest, in whole or in part, shall be aggregated into one combined Participating Interest and, as a result, there shall only be one Royalty resulting from the dilution of any Participating Interest to an amount which is less than ten percent (10%) and conversion thereof into a Royalty. (e) For the purposes of this Section 6.4, each of the Projects created pursuant to Section 6.9 hereof shall be considered as a separate Property for determination of the conversion of a Participating Interest in the applicable Project into a Royalty on the applicable Project.