Common use of Applicable AMI Acreage Clause in Contracts

Applicable AMI Acreage. For the purposes of the Parties’ respective rights and obligations under this Agreement: (a) If an Atlas Person acquires any additional acreage that lies partially within and partially outside of the AMI, all such additional acreage shall be deemed to be within the AMI and the relevant Participating Interest Share shall cover all depths acquired by Atlas with respect to the applicable acquisitions; provided, however, that, except as set forth in Section 6.4(b), the rights and obligations set forth in Section 6.2 and Section 6.3 will not apply to acquisitions of acreage by an Atlas Person that occur as a result of an Atlas Business Transaction. (b) Notwithstanding the proviso in Section 6.4(a), if, after the Effective Date, an Atlas Person acquires any acreage in the AMI (i) directly or indirectly as a result of a consolidation, amalgamation, merger or other business combination, or through the acquisition of stock or equity interests or (ii) by acquiring all or substantially all of the assets of a third party unaffiliated with Atlas Parent, Atlas Energy, Reliance Parent, Reliance and any of their respective Affiliates (each of the transactions described in clauses (i) and (ii), an “Atlas Business Transaction”), and if: (A) the aggregate consideration in the Atlas Business Transaction exceeds $500 million, and acreage within the AMI represents 50% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 50% or more of the total value of such third party) at the time of such acquisition; or (B) the aggregate consideration in the Atlas Business Transaction is $500 million or less, and acreage within the AMI represents 33% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 33% or more of the total value of such third party) at the time of such acquisition; then, in each of cases (A) and (B), such acreage within the AMI acquired as a result of the Atlas Business Transaction shall be treated as Option Acreage, and the Atlas Person shall be obligated to provide Reliance with the option to acquire all, but not less than all, of its Participating Interest Share of such acreage on the same terms and conditions on which the Atlas Person acquired such acreage, with the price based on the value reasonably allocated to such acreage by such Atlas Person in such acquisition and otherwise pursuant to the terms and procedures set forth in Section 6.3. Notwithstanding anything in this Agreement to the contrary, Atlas and its Affiliates may acquire oil and gas interests from any Person owning acreage in the AMI if such acreage represents less than 50% of the total value of the interests acquired or to be acquired, and Reliance and its Affiliates shall have no option to acquire any portion of such acreage. (c) Except as set forth in Section 2.3 or otherwise in this Article VI, no Reliance Person shall, without the prior written consent of Atlas, directly or indirectly, acquire or purchase any acreage in the AMI; provided, however, that Reliance and its Affiliates may (i) directly or indirectly acquire acreage in the AMI as a result of a consolidation, amalgamation, merger or other business combination, or through the acquisition of stock or equity interests or (ii) acquire all or substantially all of the assets of a third party unaffiliated with Atlas Parent, Atlas Energy, Reliance Parent, Reliance and any of their respective Affiliates (each of the transactions described in clauses (i) and (ii), a “Reliance Business Transaction”), and if: (A) the aggregate consideration in the Reliance Business Transaction exceeds $500 million, and acreage within the AMI represents 50% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 50% or more of the total value of such third party) at the time of such acquisition; or (B) the aggregate consideration in the Reliance Business Transaction is $500 million or less, and acreage within the AMI represents 33% or more of the total value of the acquired equity or assets (or, in the case of a consolidation, amalgamation, merger or other business combination, 33% or more of the total value of such third party) at the time of such acquisition; then, in each of cases (A) and (B), the Reliance Person shall be obligated to provide Atlas with the option to acquire all, but not less than all, of its Participating Interest Share of such acreage acquired in the Reliance Business Transaction on the same terms and conditions on which the Reliance Person acquired such acreage, with the price based on the value reasonably allocated to such acreage by such Reliance Person in such acquisition and otherwise pursuant to the terms and procedures set forth in Section 6.3 (with the provisions relating to Atlas or Atlas Person set forth therein applying to Reliance or Reliance Person mutatis mutandis). Notwithstanding anything in this Agreement to the contrary, Reliance and its Affiliates may acquire oil and gas interests from any Person owning acreage in the AMI if such acreage represents less than 50% of the total value of the interests acquired or to be acquired, and Atlas and its Affiliates shall have no option to acquire any portion of such acreage.