Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor, Qatalyst Partners LP (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity or any Affiliate of any Parent Entity) is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer Parties). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP (the “Advisor”), to the effect that, as of the date of such opinion, opinion and based upon and subject to the various limitations, qualifications, qualifications and assumptions and other matters set forth therein, the Per Share Price consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Class A Common Stock, in their capacity as holders of Company Class A Common Stock (other than any Parent Entity or any Affiliate of any Parent Entity) Parent, if applicable), pursuant to this Agreement is fair, fair from a financial point of view, view to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following Promptly after the execution date of this Agreement by all PartiesAgreement, furnish an accurate, complete and confidential the Company will deliver a copy of said such opinion letter to the Parent Entities solely for informational purposesinformation purposes only.

Fairness Opinion. The Prior to the execution of this Agreement, the Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor, Qatalyst Partners LP X.X. Xxxxxx Securities LLC (the “Advisor”), ) to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualificationsmatters, qualifications and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by paid to the holders (other than Parent and its Affiliates) of shares of Company Common Stock (other than any Parent Entity or any Affiliate of any Parent Entity) pursuant to this Agreement is fair, fair from a financial point of view, view to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity or any Affiliate of any Parent EntityParent) is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP Xxxxxx, Xxxxxxxx & Company, Incorporated (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualifications, assumptions and other matters limitations set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement Merger by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP X.X. Xxxxxx Securities LLC (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualificationsmatters, qualifications and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP Xxxxxx Xxxxxxx & Co. LLC (the “"Advisor”"), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualificationsmatters, qualifications and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP Xxxxxx Xxxxxxx & Co. LLC (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualificationsmatters, qualifications and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP Crosstree Capital Partners, Inc. (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualificationsmatters, qualifications and assumptions and other matters set forth therein, the Common Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor, Qatalyst Partners LP (the “Advisor”), Company Financial Advisor to the effect that, as of the date of such opinion, opinion and based upon and subject to the various matters, limitations, qualifications, qualifications and assumptions and other matters set forth therein, the Per Share Price (subject to applicable withholding of Taxes) to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than any Parent Entity or any Affiliate of any Parent EntityOwned Company Shares and Dissenting Company Shares, if applicable) pursuant to the Merger is fair, from a financial point of view, view to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Acquisition Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the various limitations, qualifications, assumptions and other matters limitations set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement Merger by the holders of shares of Company Common Stock (other than any Parent Entity Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP X.X. Xxxxxx Securities LLC (the “Advisor”), to the effect that, as of the date of such opinion, opinion and based upon and subject to the various limitationsfactors, qualifications, limitations and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the paid to holders of shares of Company Common Stock (other than any Parent Entity holders of Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) in the Merger is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s its financial advisor, Qatalyst Partners LP X.X. Xxxxxx Securities LLC (the “Advisor”), to the effect that, as of the date of such opinion, opinion and based upon and subject to the various limitationsfactors, qualifications, limitations and assumptions and other matters set forth therein, the Per Share Price to be received pursuant to, and in accordance with, the terms of this Agreement by the paid to holders of shares of Company Common Stock (other than any Parent Entity holders of Owned Company Shares or any Affiliate of any Parent EntityDissenting Company Shares) in connection with the Merger is fair, from a financial point of view, to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and may not be relied upon by the Buyer PartiesParent or Merger Sub). The Company shall, following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to the Parent Entities solely for informational purposes.