Consent Solicitation Statement Sample Clauses
A Consent Solicitation Statement is a formal document used to request approval or agreement from stakeholders, such as bondholders or shareholders, regarding proposed changes to existing agreements or terms. Typically, this statement outlines the specific amendments being sought, the reasons for the changes, and the procedures for providing consent, often including deadlines and methods for responding. Its core practical function is to ensure that all affected parties are informed and have the opportunity to participate in decision-making, thereby facilitating transparent and orderly modifications to contractual arrangements.
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. 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. 30 6.10. CHARTER AMENDMENT............................... 30 6.11. EMPLOYMENT AGREEMENTS........................... 30 6.12.
Consent Solicitation Statement. (a) PixelCam has prepared, with the cooperation of ▇▇▇▇▇, 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 ▇▇▇▇▇ or Merger Sub which is contained in any of the foregoing documents. The information supplied by ▇▇▇▇▇ 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, ▇▇▇▇▇ 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.
(b) The Consent Solicitation Statement shall constitute a disclosure document for the offer and issuance of shares of ▇▇▇▇▇ Common Stock to be received by the holders of PixelCam Common Stock in the Merger. ▇▇▇▇▇ and PixelCam shall each use reasonable commercial efforts to cause the Consent Solicitation Statement to comply with applicable federal and state securities laws requirements. Each of ▇▇▇▇▇ and PixelCam agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for incl...
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 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. 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. (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
(b) Amax Gold shall commence solicitation of consents from its stockholders for the purpose of approving the issuance of the 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 promptly following the Expiration Time (as defined in the Consent Solicitation Statement).
Consent Solicitation Statement. The Company shall deliver a consent solicitation statement accurately describing this Agreement, the Merger, the other Contemplated Transactions and the provisions of Chapter 13 of the CGCL, and setting forth the fair market value of each class and series of Company Capital Stock as of the day prior to the date of this Agreement (excluding any appreciation or depreciation in connection with this Agreement, the Merger or the other Contemplated Transactions) as determined by the Company Board (the “Consent Solicitation Statement”) to its shareholders, for the purpose of (a) informing them of approval of the Merger by the Company Board and their right to dissent pursuant to Chapter 13 of the CGCL, and (b) soliciting their written consent to the principal terms of the Merger and the
Consent Solicitation Statement. “Consent Solicitation Statement” shall have the meaning specified in Section 4.8 of this Agreement.