Consent Solicitation Statement. (a) The Company shall prepare and file with the SEC as promptly as practicable after July 20, 2020, and in any event no later than August 14, 2020, a preliminary Consent Solicitation Statement. The Company shall cause the Consent Solicitation Statement filed or furnished by the Company or its Subsidiaries to comply as to form in all material respects with the provisions of the SEC and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall provide Parent and its Representatives with a reasonable opportunity to review and comment on the Consent Solicitation Statement prior to filing. The Company shall give due consideration to all reasonable additions, deletions or changes suggested by Parent or its respective counsel. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Consent Solicitation Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence (and reasonable summaries of all oral comments or conversations) between the Company and/or any of its Representatives, on the one hand, and the SEC, on the other, with respect to the Consent Solicitation Statement. As promptly as reasonably practicable, and after consultation with Parent, the Company shall use reasonable best efforts to respond to any comments made by the SEC with respect to the Consent Solicitation Statement. The Company shall provide Parent and its Representatives with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Consent Solicitation Statement or any amendments or supplements to the Consent Solicitation Statement prior to the filing of such responses, amendments or supplements. The Company shall cause the Consent Solicitation Statement (substantially in the form last filed and/or cleared) to be promptly filed with the SEC in definitive form and then to be mailed to the stockholders of the Company as promptly as practicable, and in any event within five (5) Business Days after the latest of (i) confirmation from the SEC that it has no further comments on the Consent Solicitation Statement, (ii) confirmation from the SEC that the Consent Solicitation Statement is otherwise not to be reviewed and (iii) expiration of the ten (10) day period after filing of the preliminary Consent Solicitation Statement in the event the SEC does not revi...
Consent Solicitation Statement. To the Knowledge of the Parent, none of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Consent Solicitation Statement to be filed in connection with the Merger and Transactions, or any amendment or supplement thereto, will at the time of the mailing of the Consent Solicitation Statement contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.
Consent Solicitation Statement. The Company and Parent will, as promptly as practicable, prepare and distribute to the Company's shareholders a Consent Solicitation that will constitute a consent in connection with the vote of the Company's shareholders with respect to the Merger and an information statement for purposes of providing disclosure to such shareholders concerning Parent and its securities (the "Consent Solicitation"). The Company and Parent will use all reasonable efforts to cause the Consent Solicitation to be distributed to the shareholders of the Company at the earliest practicable date. If at any time prior to the Effective Time any event relating to or affecting the Company or Parent shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for Parent, to supplement or amend the Consent Solicitation in order to make such document not misleading in light of the circumstances existing at the time approval of the shareholders of the Company is sought, the Company and Parent will forthwith prepare and distribute an amendment or supplement so that such document, as so supplemented or amended, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Consent Solicitation Statement. In connection with the Consent Solicitation, the Company undertakes to furnish the Consenting Holders, together with all other holders of the Securities, with a consent solicitation statement detailing the terms of the Consent Solicitation and the Amendments.
Consent Solicitation Statement. As soon as practicable after the date hereof, the Company, with the assistance of Parent, shall prepare a consent solicitation statement regarding the Merger in form and substance acceptable to the Company (the "Consent Solicitation Statement"), which the Company shall distribute to its shareholders in connection with seeking the approval contemplated by Section 7.4.
Consent Solicitation Statement. The consent solicitation pursuant to the Consent Solicitation Statement shall have been approved by the relevant Holders (as defined in the Senior Secured Notes Indenture) on substantially the terms described in the Consent Solicitation Statement (without amendment, modification or waiver thereof which is materially adverse to the Lenders without the consent of the Administrative Agents).
Consent Solicitation Statement. (a) PixelCam has prepared, with the cooperation of Xxxxx, a Consent Solicitation Statement describing this Agreement and the transactions contemplated hereby and thereby for the purpose of soliciting the approval of PixelCam Shareholders. The information supplied by PixelCam for inclusion in the Consent Solicitation Statement shall not, on the date the solicitation statement is first mailed to PixelCam Shareholders or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, PixelCam makes no representation, warranty or covenant with respect to any information supplied by Xxxxx or Merger Sub which is contained in any of the foregoing documents. The information supplied by Xxxxx for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to PixelCam's shareholders, nor at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Xxxxx and Merger Sub make no representation, warranty or covenant with respect to any information supplied by PixelCam which is contained in any of the foregoing documents.
Consent Solicitation Statement. (a) Amax Gold ------------------------------ shall prepare and file with the SEC the Consent Solicitation Statement as soon as reasonably practicable after the date hereof, and shall diligently proceed to have the Consent Solicitation Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Consent Solicitation Statement, Amax Gold shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Cyprus, Magadan and Amax Gold shall cooperate with each other in the preparation of the Consent Solicitation Statement, and Amax Gold shall notify Cyprus of the receipt of any comments of the SEC with respect to the Consent
Consent Solicitation Statement. “Consent Solicitation Statement” shall have the meaning specified in Section 4.8 of this Agreement.
Consent Solicitation Statement. 30 6.10. CHARTER AMENDMENT............................... 30 6.11. EMPLOYMENT AGREEMENTS........................... 30 6.12.
