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. (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. (a) Within a reasonable time after the execution of this Agreement, (i) the Company (with Parent’s reasonable cooperation) shall prepare a consent solicitation statement with respect to the solicitation of duly executed counterparts to the Written Consent (the “Consent Solicitation Statement”) and (ii) Parent (with the Company’s reasonable cooperation) shall include such Consent Solicitation Statement as a prospectus in the S-4 Registration Statement. The Consent Solicitation Statement shall include the unanimous recommendation of the Company’s board of directors that such Equityholders vote their shares of Company Stock in favor of the adoption of this Agreement, the Second Merger and the transactions contemplated hereby. The Consent Solicitation Statement shall also include a description of the appraisal rights of the holders of Company Stock available under Delaware Law and the CCC, along with such other information as is required thereunder and pursuant to Applicable Law. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Consent Solicitation Statement and any amendment or supplement thereto before such materials are distributed to the holders of Company Stock, and the Company shall consider in good faith all comments of Parent and its counsel in connection therewith; provided that Parent shall in no way be responsible for any of the content of the Consent Solicitation Statement.
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. (a) As promptly as practicable following the date upon which the Registration Statement becomes effective, the Company shall solicit the Requisite Company Stockholder Approval via written consent in accordance with Section 228 of the DGCL and the Company’s Charter Documents. In connection therewith, prior to the date upon which the Registration Statement becomes effective, the board of directors of the Company shall set a record date for determining the Company Stockholders entitled to provide such written consent. The Company shall use commercially reasonable efforts to cause the Written Consent Parties to duly execute and deliver stockholder written consents in substantially the form attached hereto as Exhibit I (the “Stockholder Written Consent”) in respect of the Company Stock beneficially owned by each such Written Consent Party (which represent (i) at least a majority of the outstanding voting power of the Company Stock issued and outstanding (voting as a single class and on an as-converted basis), (ii) at least a majority of the shares of the Company Common Stock issued and outstanding as of the date hereof (voting as a single class) and (iii) at least a majority of the shares of the Company Preferred Stock issued and outstanding (voting as a single class and on an as-converted basis)) in accordance with the Company’s Charter Documents and Section 228 of the DGCL within three (3) Business Days of the Registration Statement becoming effective. As promptly as practicable following the execution and delivery of the Stockholder Written Consents by the Written Consent Parties to the Company, the Company shall deliver to Parent a copy of such Stockholder Written Consent in accordance with Section 11.1. Promptly following the receipt of the Requisite Company Stockholder Approval via the Stockholder Written Consent, the Company will prepare (subject to the reasonable approval of Parent) and deliver to the Company Stockholders who have not executed and delivered the Stockholder Written Consent the notice required by Section 228(e) of the DGCL and include a description of the appraisal rights of the Company’s stockholders available under Section 262 of the DGCL, along with such other information as is required thereunder and pursuant to applicable Law. If any Written Consent Party fails to deliver its Stockholder Written Consent to the Company within three Business Days of the Registration Statement becoming effective (a “Written Consent Failure”), Parent sha...
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) The Company shall prepare and file with the SEC as promptly as practicable after the date of this Agreement, and in any event no later than fifteen (15) Business Days after the date hereof, 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 Solicitatio...
Consent Solicitation Statement. 30 6.10. CHARTER AMENDMENT............................... 30 6.11. EMPLOYMENT AGREEMENTS........................... 30 6.12.
Consent Solicitation Statement. As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a Consent Solicitation Statement to solicit the written consent of the stockholders of the Company with respect to the Merger and the Charter Amendment (the "Consent Solicitation Statement"). The Company shall use its reasonable efforts to cause the Consent Solicitation Statement to be "cleared" by the SEC for mailing to the stockholders of the Company as promptly as practicable and shall mail the Consent Solicitation Statement to its stockholders as promptly as practicable thereafter. Buyer shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request for inclusion in such Consent Solicitation Statement. Subject to the Board's compliance with its fiduciary duties pursuant to Section 6.2(a) hereof, the Consent Solicitation Statement shall include the recommendation in favor of approval and adoption of this Agreement by those members of the Board who actually voted in favor therefor. Buyer shall have the right to review the Consent Solicitation Statement before it is filed with the SEC.
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.
