Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)

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Fairness Opinion. The Prior to the execution of this Agreement, the Company Board has received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreement hereof, and based upon and subject to the qualifications and assumptions matters set forth therein, the Merger Consideration is fair, fair to the holders of Company Common Stock from a financial point of view, to the holders of shares of Company Common Stock, and, . Such opinion has not been amended or rescinded as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, revoked or modified.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Valpey Fisher Corp), Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics Inc)

Fairness Opinion. The Prior to the execution of this Agreement, the ---------------- Company Board has received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreement hereof, and based upon and subject to the qualifications and assumptions matters set forth therein, the Merger Consideration is fair, fair to the holders of Company Common Stock from a financial point of view, to the holders of shares of Company Common Stock, and, . Such opinion has not been amended or rescinded as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Shareholder Agreement (Chester Valley Bancorp Inc)

Fairness Opinion. The Company Board has received the opinion of the Company Financial Advisor Xxxxxxx Xxxxx to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration to be received by the Company Shareholders pursuant to this Agreement is fair, from a financial point of view, to the holders of shares of such Company Common StockShareholders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limeade, Inc)

Fairness Opinion. The Company has received the oral opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, revoked or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sajan Inc)

Fairness Opinion. The Company Board has received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, revoked or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lca Vision Inc)

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Fairness Opinion. The Prior to the execution of this Agreement, the Company Board has received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreement hereof, and based upon and subject to the qualifications and assumptions matters set forth therein, the Merger Consideration Exchange Ratio is fair, fair to the holders of Company Common Stock from a financial point of view, to the holders of shares of Company Common Stock, and, . Such opinion has not been amended or rescinded as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me)

Fairness Opinion. The Company Board has received the written opinion of the Company Financial Advisor May 22, 2013, to the effect that, as of the date of this Agreement and based upon such opinion and subject to the assumptions, limitations and qualifications and assumptions set forth reflected therein, the consideration to be paid pursuant to the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as Company's shareholders. As of the date of this Agreement, such opinion has not been withdrawnrescinded, revokedrepudiated or, or modifiedexcept as set forth therein, qualified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microchip Technology Inc)

Fairness Opinion. The Prior to the execution of this Agreement, the Company Board has received the a written opinion of from the Company Financial Advisor to the effect that, that as of the date of this Agreement and based upon and subject hereof the Consolidation Consideration is fair to the qualifications and assumptions set forth therein, the Merger Consideration is fair, holders of Company Common Stock from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement set forth in the opinion letter and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Torotel Inc)

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