Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. The Company's board of directors has received the opinion of XX Xxxxxx H&Q, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board of directors has received the opinion of XX Xxxxxx H&QXxxxxxx, Xxxxx & Co., financial advisor to the Company, as of dated the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the a written opinion of XX Xxxxxx H&Qfrom Xxxxxxxxx & Company, Inc., financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that that, subject to the consideration qualifications and limitations stated therein, the Merger Consideration to be received by the stockholders holders of shares of the Company Common Stock in the Merger (other than Mergerco or any of the Affiliated Stockholders) as provided herein is fair to the stockholders of the Company such holders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors has received the a written ---------------- opinion of XX Xxxxxx H&Qfrom its financial advisor, financial advisor to the CompanyXxxxxxxxx & Xxxxx LLC, dated as of the date of this Agreementhereof, to the effect that the consideration to be received by the stockholders of the Company Company's shareholders in connection with the Merger is fair to the stockholders of the Company Company's shareholders from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Fairness Opinion. The Company's board ’s Board of directors Directors has received the an opinion of XX from Xxxxxx H&QXxxxxx Partners LLC, financial advisor to the Company, dated as of the date of this AgreementAugust 6, 2003, to the effect that that, as of such date, the consideration to be received by the Company’s stockholders of the Company in the Merger is fair to the Company’s stockholders of the Company from a financial point of view. The Company , and will furnish an accurate and complete deliver to Parent a copy of said such opinion to Parentas soon as practicable after a written copy thereof is executed.

Fairness Opinion. The Company's board ’s Board of directors Directors has received an opinion from the opinion Company Financial Advisor, a copy of XX Xxxxxx H&Qwhich will be made available to Parent, financial advisor to the Companythat, as of the date of this Agreementsuch fairness opinion, to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the Company’s stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parentview (the “Fairness Opinion”).

Fairness Opinion. The Company's board Board of directors Directors has received the opinion of XX Xxxxxx H&QXxxx Xxxxxxxx Xxxxxxx, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said the written opinion of Xxxx Xxxxxxxx Xxxxxxx to Parentthe effect referred to in the preceding sentence to Parent as soon as practicable following the execution of this Agreement.

Fairness Opinion. The Company's board of directors has received the written opinion of XX Xxxxxx H&Qthe Company Financial Advisor, financial advisor to the Company, dated as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the stockholders shareholders of the Company from a financial point of view. The Company will furnish has furnished or made available an accurate and complete copy of said written opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the an opinion of XX Xxxxxx H&Qfrom Gxxxxxx, Sxxxx & Co., financial advisor to the Company, to the effect that, as of the date of this Agreement, Agreement and based upon and subject to the effect that matters set forth therein, the consideration Per Share Merger Consideration to be received by the stockholders holders of the shares of Company in the Merger Common Stock pursuant to this Agreement is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion view to Parentsuch holders.

Fairness Opinion. The Company's board Board of directors Directors has received the opinion of XX Xxxxxx H&QQuarterdeck, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders shareholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's ’s board of directors has received the written opinion of XX Xxxxxx H&QU.S. Bancorp Xxxxx Xxxxxxx, financial advisor to the Company, dated as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the stockholders of the Company from a financial point of view. The Company will furnish has furnished an accurate and complete copy of said written opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&QXxxxx, financial advisor Xxxxxxxx & Xxxxx, Inc., to the Companyeffect that, as of the date of this Agreement, to the effect that the consideration Merger Consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders of the Company such shareholders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors has received the written opinion of XX Xxxxxx H&QXxxxxxxxx & Xxxxx, financial advisor to the Company, as of dated the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger Stockholders is fair to the stockholders of the Company Stockholders from a financial point of viewview and such written opinion has not been withdrawn or otherwise modified by Xxxxxxxxx & Xxxxx. The Company will furnish has furnished an accurate and complete copy of said written opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&QXxxxxxx Xxxxx & Co., financial advisor to the Companyeffect that, as of the date of this Agreement, to the effect that the consideration Merger Consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders of the Company such shareholders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors has received the from its financial advisors, Xxxxxx Xxxxxx Partners, LLC, a written opinion of XX Xxxxxx H&Q, financial advisor addressed to the Company, as of the date of this Agreement, it to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the stockholders of the Company from a financial point of view. The Company will furnish an An accurate and complete copy of said such opinion has been provided to ParentTekelec.

Fairness Opinion. The Company's board Board of directors Directors has received the a written opinion of XX Xxxxxx H&Qfrom Grant Thornton LLP, financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that that, xx xx xxx xxxe hereof and based upon and subject to the matters stated therein, the consideration to be received by the Company's stockholders of the Company in the Merger is fair to the Company's stockholders of the Company from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Fairness Opinion. The Company's board ’s Board of directors Directors has received a written opinion from Xxxxx Xxxxxxxx LLP, dated as of the opinion of XX Xxxxxx H&Qdate hereof, financial advisor to the Companyeffect that, as of the date of this Agreement, hereof and based upon and subject to the effect that matters stated therein, the consideration to be received by the Company’s stockholders of the Company in the Merger is fair to the Company’s stockholders of the Company from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Fairness Opinion. The Company's board Board of directors Directors has received the a written opinion of XX Xxxxxx H&Q, financial advisor to the Company, as of the date of this Agreement, from Banker to the effect that tha t the consideration to be received by the stockholders holders of Shares pursuant to each of the Company in Offer and the Merger is fair to the stockholders holders of the Company Shares from a financial point of view. The , and the Company will furnish an accurate and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Fairness Opinion. The Company's board of directors has received the written opinion of XX Xxxxxx H&QXxxxxxxxx & Xxxxx LLC, financial advisor to the Company, as of dated the date of this Agreement, to the effect that the consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders shareholders of the Company from a financial point of view. The Company will furnish has furnished an accurate and complete copy of said written opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&QMerrxxx Xxxcx & Xo., financial advisor to the Companyeffect that, as of the date of this Agreement, to the effect that the consideration Merger Consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders of the Company such shareholders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Fairness Opinion. The Company's board Board of directors Directors has received the written opinion of XX Xxxxxx H&QThe Xxxxxxxx-Xxxxxxxx Company, Inc., financial advisor to the Company, dated as of the date of this Agreement, to the effect that the consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders shareholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.2.22

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&Q, financial advisor to Dain Xxxxxxxx xx the Companyeffect that, as of the date of this Agreementsuch opinion, to the effect that the consideration to be received in the Offer and the Merger by the stockholders holders of the Company in the Merger Common Stock and Company Preferred Stock is fair to the stockholders of the Company from a financial point of viewview to such holders. The Company will furnish an accurate True and complete copy copies of said opinion such opinions have been given to Parent.