Common use of Consent Solicitation Statement Clause in Contracts

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 shall have the right to terminate this Agreement as set forth in Section 9.1(g). (b) The Consent Solicitation Statement shall include the Company Recommendation. Neither the board of directors of the Company nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the Company Recommendation, or fail to include the Company Recommendation in the Consent Solicitation Statement; (ii) approve, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating to the equity securities of the Company Group (other than the Transactions) shall have been commenced by any third party other than Parent and its Affiliates, a statement disclosing that the board of directors of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubt, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by Parent, fail to issue, within ten (10) Business Days after a Company Acquisition Proposal (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); or (v) cause or permit the Company Group to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Company Acquisition Transaction. (c) Nothing contained in this Agreement shall prohibit the Company, the board of directors of the Company or their Representatives from directing any Person (or the Representative of that Person) who makes a Company Acquisition Proposal to the provisions of this Section 7.4; provided, however, that no such communication or statement that would constitute a Company Change in Recommendation shall be permitted.

Consent Solicitation Statement. (a) As promptly as practicable following Within a reasonable time after the date upon which the Registration Statement becomes effectiveexecution of this Agreement, (i) the Company (with Parent’s reasonable cooperation) shall solicit the Requisite Company Stockholder Approval via written prepare a consent in accordance solicitation statement with Section 228 of the DGCL and the Company’s Charter Documents. In connection therewith, prior respect to the date upon which the Registration Statement becomes effective, the board solicitation of directors of the Company shall set a record date for determining the Company Stockholders entitled duly executed counterparts 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 ConsentConsent Solicitation Statement”) 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 Parent (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 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 DGCL within three (3) Business Days Company’s board of directors that such Equityholders vote their shares of Company Stock in favor of the Registration Statement becoming effective. As promptly as practicable following the execution and delivery adoption of the Stockholder Written Consents by the Written Consent Parties to the Companythis Agreement, the Company Second Merger and the transactions contemplated hereby. The Consent Solicitation Statement 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 also include a description of the appraisal rights of the Company’s stockholders holders of Company Stock available under Section 262 of Delaware Law and the DGCLCCC, along with such other information as is required thereunder and pursuant to applicable Applicable Law. If Parent and its counsel shall be given a reasonable opportunity to review and comment on the Consent Solicitation Statement and any Written Consent Party fails to deliver its Stockholder Written Consent amendment or supplement thereto before such materials are distributed to the holders of Company within three Business Days 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 Registration Statement becoming effective (a “Written content of the Consent Failure”), Parent shall have the right to terminate this Agreement as set forth in Section 9.1(g)Solicitation Statement. (b) The Company shall, as soon as practicable after the S-4 Registration Statement shall have become effective, cause the Consent Solicitation Statement shall include to be distributed to all holders of Company Stock and use its commercially reasonable efforts to obtain a duly executed counterpart to the Written Consent from each Equityholder that holds shares of Company Stock as expeditiously as possible after the effectiveness of the S-4 Registration Statement, and the Company Recommendation. Neither the board of directors of the Company nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose shall promptly deliver such executed documents to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the Company Recommendation, or fail to include the Company Recommendation in the Consent Solicitation Statement; (ii) approve, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating to the equity securities of the Company Group (other than the Transactions) shall have been commenced by any third party other than Parent and its Affiliates, a statement disclosing that the board of directors of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubt, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by Parent, fail to issue, within ten (10) Business Days after a Company Acquisition Proposal (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); or (v) cause or permit the Company Group to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Company Acquisition Transaction. (c) Nothing contained As promptly as practicable (and in this Agreement shall prohibit any case within 10 days) after the CompanyCompany obtains the Required Company Stockholder Approval, the board Company shall prepare, with the cooperation of directors Parent, and mail to each Company Stockholder (other than any Company Stockholder that has theretofore delivered a duly executed counterpart to the Written Consent) the notice contemplated by Section 228(e) of Delaware Law of the Company taking of a corporate action without a meeting by less than unanimous written consent. Parent and its counsel shall be given a reasonable opportunity to review and comment on such notice and any amendment or their Representatives from directing any Person (or the Representative of that Person) who makes a Company Acquisition Proposal supplement thereto before such materials are distributed to the provisions holders of this Section 7.4Company Stock, and the Company shall consider in good faith all comments of Parent and its counsel in connection therewith; provided, however, provided that Parent shall in no way be responsible for any of the content of such communication or statement that would constitute a Company Change in Recommendation shall be permittednotice.

Consent Solicitation Statement. (a) As promptly Amax Gold shall prepare and ------------------------------ file with the SEC the Consent Solicitation Statement as soon as reasonably practicable following after the date upon which hereof, and shall diligently proceed to have the Registration Consent Solicitation Statement becomes effective, cleared by 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 DocumentsSEC. In connection therewith, If at any time prior to the date upon which Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement becomes effectiveConsent Solicitation Statement, Amax Gold shall prepare and file with the board of directors 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 Company Consent Solicitation Statement, and Amax Gold shall set a record date notify Cyprus of the receipt of any comments of the SEC with respect to the Consent Solicitation Statement and of any requests by the SEC for determining any amendment or supplement thereto or for additional information, and shall provide to Cyprus promptly copies of all correspondence between Amax Gold or any representative of Amax Gold and the Company Stockholders entitled SEC with respect to provide the Consent Solicitation Statement. Amax Gold shall give Cyprus and its counsel the opportunity to review the Consent Solicitation Statement and all responses to requests for additional information by and replies to comments of the SEC before any such written consentdocument is provided to or filed with the SEC. The Company shall use commercially reasonable efforts Each of Amax Gold, Cyprus and Magadan agrees, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Written Consent Parties Solicitation Statement to duly execute and deliver stockholder written consents in substantially be mailed to the form attached hereto as Exhibit I (the “Stockholder Written Consent”) in respect holders 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 Amax Gold Common Stock issued and outstanding as of entitled to take action with respect thereto at 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 earliest 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 shall have the right to terminate this Agreement as set forth in Section 9.1(g)time. (b) The Consent Solicitation Statement Amax Gold shall include commence solicitation of consents from its stockholders for the Company Recommendation. Neither purpose of approving the board of directors issuance of the Company nor any committee Closing Shares, the Production Shares and the Contingent Payment Shares pursuant to the Merger and in accordance with the terms of this Agreement as soon as reasonably practicable after the date hereof, and will notify Cyprus in writing of the results thereof shall: promptly following the Expiration Time (i) withdraw, modify, amend or qualify (or propose to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the Company Recommendation, or fail to include the Company Recommendation as defined in the Consent Solicitation Statement; (ii) approve, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating to the equity securities of the Company Group (other than the Transactions) shall have been commenced by any third party other than Parent and its Affiliates, a statement disclosing that the board of directors of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubt, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by Parent, fail to issue, within ten (10) Business Days after a Company Acquisition Proposal (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); or (v) cause or permit the Company Group to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Company Acquisition Transaction. (c) Nothing contained in this Agreement shall prohibit the Company, the board of directors of the Company or their Representatives from directing any Person (or the Representative of that Person) who makes a Company Acquisition Proposal to the provisions of this Section 7.4; provided, however, that no such communication or statement that would constitute a Company Change in Recommendation shall be permitted.

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 practicable following the date upon which the Registration Statement becomes effectivereasonably practicable, and after consultation with Parent, the Company shall solicit use reasonable best efforts to respond to any comments made by the Requisite Company Stockholder Approval via written consent in accordance SEC with Section 228 of the DGCL and the Company’s Charter Documents. In connection therewith, prior respect 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 consentConsent Solicitation Statement. The Company shall use commercially provide Parent and its Representatives with a reasonable efforts 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 Written Consent Parties to duly execute and deliver stockholder written consents Solicitation Statement (substantially in substantially the form attached hereto as Exhibit I (last filed and/or cleared) to be promptly filed with the “Stockholder Written Consent”) SEC in respect definitive form and then to be mailed to the stockholders of the Company Stock beneficially owned by each such Written Consent Party as promptly as practicable, and in any event within five (which represent 5) Business Days after the latest of (i) at least a majority of confirmation from the outstanding voting power of SEC that it has no further comments on the Company Stock issued and outstanding (voting as a single class and on an as-converted basis)Consent Solicitation Statement, (ii) at least a majority of confirmation from the shares of SEC that the Company Common Stock issued and outstanding as of the date hereof (voting as a single class) Consent Solicitation Statement is otherwise not to be reviewed and (iii) at least a majority expiration of the shares ten (10) day period after filing of the Company Preferred Stock issued and outstanding preliminary Consent Solicitation Statement in the event the SEC does not review the Consent Solicitation Statement (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 FailureSEC Clearance Date”), Parent shall have the right to terminate this Agreement as set forth in Section 9.1(g). (b) The Parent shall, and shall use its reasonable best efforts to cause its Representatives to use their reasonable best efforts to, cooperate with the Company in the preparation of the Consent Solicitation Statement Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall include furnish to the Company Recommendation. Neither the board of directors of information relating to Parent and its Affiliates required by the Company nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose Exchange Act and the rules and regulations promulgated thereunder to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the Company Recommendation, or fail to include the Company Recommendation be set forth in the Consent Solicitation Statement; (ii) approve. The Company acknowledges and agrees that none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Consent Solicitation Statement will, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating at the date of the mailing to the equity securities stockholders of the Company Group (other than contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Transactions) shall have been commenced by any third party other than Parent and its Affiliatesstatements therein, a statement disclosing that the board of directors in light of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubtcircumstances under which they were made, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by Parent, fail to issue, within ten (10) Business Days after a Company Acquisition Proposal (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); or (v) cause or permit the Company Group to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Company Acquisition Transactionnot misleading. (c) Nothing contained in this Agreement shall prohibit If, at any time prior to the CompanyEffective Time, the board of directors of any information relating to Parent or the Company or any of their Representatives from directing any Person (respective Affiliates is discovered by Parent or the Representative of Company that Person) who makes a Company Acquisition Proposal should be set forth in an amendment or supplement to the provisions Consent Solicitation Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party discovering this Section 7.4; providedinformation shall, howeveras promptly as reasonably practicable (and in any event within thirty-six (36) hours), that no such communication notify the other parties to this Agreement and, to the extent required by Law, Parent and the Company shall cause an appropriate amendment or statement that would constitute a Company Change in Recommendation shall supplement describing this information, as promptly as reasonably practicable, to be permittedfiled with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.

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 practicable following the date upon which the Registration Statement becomes effectivereasonably practicable, and after consultation with Parent, the Company shall solicit use reasonable best efforts to respond to any comments made by the Requisite Company Stockholder Approval via written consent in accordance SEC with Section 228 of the DGCL and the Company’s Charter Documents. In connection therewith, prior respect 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 consentConsent Solicitation Statement. The Company shall use commercially provide Parent and its Representatives with a reasonable efforts 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 Written Consent Parties to duly execute and deliver stockholder written consents Solicitation Statement (substantially in substantially the form attached hereto as Exhibit I (last filed and/or cleared) to be promptly filed with the “Stockholder Written Consent”) SEC in respect definitive form and then to be mailed to the stockholders of the Company Stock beneficially owned by each such Written Consent Party as promptly as practicable, and in any event within five (which represent 5) Business Days after the latest of (i) at least a majority of confirmation from the outstanding voting power of SEC that it has no further comments on the Company Stock issued and outstanding (voting as a single class and on an as-converted basis)Consent Solicitation Statement, (ii) at least a majority of confirmation from the shares of SEC that the Company Common Stock issued and outstanding as of the date hereof (voting as a single class) Consent Solicitation Statement is otherwise not to be reviewed and (iii) at least a majority expiration of the shares ten (10) day period after filing of the Company Preferred Stock issued and outstanding preliminary Consent Solicitation Statement in the event the SEC does not review the Consent Solicitation Statement (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 FailureSEC Clearance Date”), Parent shall have the right to terminate this Agreement as set forth in Section 9.1(g). (b) The Parent shall, and shall use its reasonable best efforts to cause its Representatives to use their reasonable best efforts to, cooperate with the Company in the preparation of the Consent Solicitation Statement Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall include furnish to the Company Recommendation. Neither the board of directors of information relating to Parent and its Affiliates required by the Company nor any committee thereof shall: (i) withdraw, modify, amend or qualify (or propose Exchange Act and the rules and regulations promulgated thereunder to withdraw, modify, amend or qualify publicly or to any Company Stockholder) the Company Recommendation, or fail to include the Company Recommendation be set forth in the Consent Solicitation Statement; (ii) approve. The Company acknowledges and agrees that none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Consent Solicitation Statement will, recommend or declare advisable (or publicly propose to do so) any Company Acquisition Proposal; (iii) fail to publicly announce, within ten (10) Business Days after a tender offer or exchange offer relating at the date of the mailing to the equity securities stockholders of the Company Group (other than contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Transactions) shall have been commenced by any third party other than Parent and its Affiliatesstatements therein, a statement disclosing that the board of directors in light of the Company recommends rejection of such tender or exchange offer (for the avoidance of doubtcircumstances under which they were made, the taking of no position or a neutral position by the board of directors of the Company in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to publicly announce that the board of directors of the Company recommends rejection of such tender or exchange offer); or (iv) if requested by Parent, fail to issue, within ten (10) Business Days after a Company Acquisition Proposal (other than any tender offer or exchange offer) is publicly announced, a press release reaffirming the Company Recommendation (it being understood that the Company will have no obligation to make such reaffirmation on more than two separate occasions); or (v) cause or permit the Company Group to enter into any contract, letter of intent, memorandum of understanding, agreement in principle or other understanding contemplating or relating to a Company Acquisition Transactionnot misleading. (c) Nothing contained in this Agreement shall prohibit If, at any time prior to the CompanyEffective Time, the board of directors of any information relating to Parent or the Company or any of their Representatives from directing any Person (respective Affiliates is discovered by Parent or the Representative of Company that Person) who makes a Company Acquisition Proposal should be set forth in an amendment or supplement to the provisions Consent Solicitation Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party discovering this Section 7.4; providedinformation shall, howeveras promptly as reasonably practicable (and in any event within thirty-six (36) hours), that no such communication notify the other parties to this Agreement and, to the extent required by Law, Parent and the Company shall cause an appropriate amendment or statement that would constitute a Company Change in Recommendation shall supplement describing this information, as promptly as reasonably practicable, to be permittedfiled with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company.