Parent and Merger definition

Parent and Merger. Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Merger Sub will cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Merger Sub or either of their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO promptly after the receipt of such comments and to consult with the Company and its counsel prior to responding to any such comments (and provide the Company and its counsel with copies of any such written response and telephonic notification of any such verbal response). If the Offer is terminated or withdrawn by Merger Sub, Parent and Merger Sub shall use their respective reasonable best efforts to cause the Depositary to cause all tendered Shares to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined below).

Parent and Merger. Sub shall disseminate to the Shareholders the information contained in any such registration statement relating to the Offer required to be filed pursuant to 110C of the Massachusetts General Laws, in each case to the extent and within the time period required by 110C of the Massachusetts General Laws.

Parent and Merger. Sub a letter of consent and undertakings, dated as of the date hereof, substantially in the form of Exhibit B hereto (the "Shareholder Letters of Consent and Undertakings"). Each holder of Warrants has duly executed and delivered to Parent and Merger Sub a letter of consent and undertakings, dated as of the date hereof, substantially in the form of Exhibit C hereto (the "Warrantholder Letter of Consent and Undertaking"), in which such Warrantholder and the Company agree to the cancellation of the Warrants on the terms set forth in this Agreement and to the payment in full of the principal and accrued interest on all indebted- ness of the Company and Sun held by such Warrantholder upon the Merger, without premium or penalty. Schedule 3.8 lists all contracts or other agreements between the Company or Sun and any person or entity which is either a holder of Common Stock (other than the Parent) or an affiliate thereof (the "3.8 Contracts"); and each of any such person, entity or affiliate, as the case may be, has duly executed and delivered to Parent and Merger Sub a letter of cancellation, dated as of the date hereof, canceling such 3.8 Contracts upon the Merger; provided, however, that any indemnity -------- ------- provisions contained in such 3.8 Contracts shall survive according to the terms of each such 3.8 Contract.

Examples of Parent and Merger in a sentence

• All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

• Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

• The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub.

• Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

• This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

• Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions.

• Each of Parent and Merger Sub acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other.

• Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

• The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action.

• This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

More Definitions of Parent and Merger

Parent and Merger. Sub shall use reasonable best efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and the rules and regulations thereunder. Each of Parent, Merger Sub and the Company shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and its Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall provide the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

Parent and Merger. Sub shall provide the Shareholders and their independent public accountants with full access at all reasonable times to the Company's books, records, premises and other materials and the Company's workpapers and shall furnish the Shareholders with such information and assistance as the Shareholders may reasonably request in connection with the preparation of an audit of the Closing Date Financials. The Closing Date Financials shall (i) be accompanied by the unqualified report of Shareholders' Accountants with respect to the Closing Date Balance Sheet and a review report with respect to the other Closing Date Financials, (ii) be prepared in accordance with the Books and Records of the Company, and (iii) present fairly the financial position of the Company as of the Closing Date and the results of the Company's operations for the applicable period in accordance with GAAP applied consistently with those accounting policies and practices used in the preparation of the Financial Statements. Parent's Accountants may participate in and observe the preparation of the Closing Date Financials. The Shareholders and Shareholders' Accountants shall make all of their work papers

Parent and Merger. Sub have given any notices to third parties, and will each use their best efforts to obtain any third party consents, that are required in connection with the transactions contemplated by this Agreement, as set forth in Schedule 4.01(s).

Parent and Merger. Sub shall use their best efforts to cause the conditions set forth in Section 8 to be satisfied on a timely basis.