Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. The Company Board of Directors has received the oral opinion of the Company Investment Banker, to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration is fair to the Company Shareholders from a financial point of view.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (United Bancorp Inc /Mi/)

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Fairness Opinion. The Company Board of Directors has received the oral opinion of the Company Investment Banker, to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration is fair to the Company Shareholders from a financial point of viewview and the opinion has not been withdrawn, modified or revoked.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Chemical Financial Corp), Agreement and Plan of Merger (Monarch Community Bancorp Inc), Agreement and Plan of Merger (Chemical Financial Corp)

Fairness Opinion. The Company Company’s Board of Directors has received the oral an opinion of from the Company Investment Banker, Financial Advisor to the effect that, as of the date of such date and based on and subject to the assumptions, qualifications and limitations contained thereinopinion, the Merger Consideration to be received by the holders of the Company Common Stock pursuant to this Agreement is fair to the Company Shareholders from a financial point of viewview to the holders of the Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (Tween Brands, Inc.)

Fairness Opinion. The Company Board of Directors has received the oral opinion of the Company Investment Banker, to the effect that, as of such the date of this Plan of Merger and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration Exchange Ratio is fair to the Company Shareholders from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independent Bank Corp /Mi/)

Fairness Opinion. The board of directors of the Company Board of Directors has received the oral opinion of the Company Investment Banker(which, if initially rendered verbally, has been or will be confirmed by a written opinion) from Kxxxx, Bxxxxxxx & Wxxxx, Inc. to the effect that, as of the date of such date and based on opinion and subject to the factors, assumptions, limitations and qualifications and limitations contained set forth therein, the Merger Consideration is fair to the Company Shareholders fair, from a financial point of view, to holders of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Randolph Bancorp, Inc.)

Fairness Opinion. The Company Board of Directors has received the oral opinion of the Company Investment Banker, Financial Advisor to the effect that, as of the date of such date opinion, and based on upon and subject to the assumptions, various qualifications and limitations contained assumptions set forth therein, the Merger Consideration is fair to the Company Shareholders fair, from a financial point of view, to the holders of the shares of Company Common Stock entitled to receive such Merger Consideration. The Company has been authorized by the Company Financial Advisor to permit the inclusion of such opinion in its entirety in the Proxy Statement. A signed copy of the written opinion will be delivered to Parent promptly after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brocade Communications Systems Inc)

Fairness Opinion. The Company Board of Directors has received the oral or written opinion of the Company Investment Banker, to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration is fair to the Company Shareholders from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Plan of Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Choiceone Financial Services Inc)

Fairness Opinion. The board of directors of the Company Board of Directors has received the oral opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of the Investment Bank Services, Inc. (“Company Investment Banker, Financial Advisor”) to the effect that, as of the date of such date and based on opinion and subject to the assumptions, limitations and qualifications and limitations contained set forth therein, the Merger Consideration is fair to the Company Shareholders fair, from a financial point of view, to the shareholders of the Company. Such opinion has not been amended or rescinded as of the date of this Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (CapStar Financial Holdings, Inc.)

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Fairness Opinion. The board of directors of the Company Board of Directors has received the oral opinion of the Company Investment Banker(which, if initially rendered verbally, has been or will be confirmed by a written opinion) from Xxxxx, Xxxxxxxx & Xxxxx, Inc. to the effect that, as of the date of such date and based on opinion and subject to the factors, assumptions, limitations and qualifications and limitations contained set forth therein, the Merger Consideration is fair to the Company Shareholders fair, from a financial point of view, to such Company stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Standard AVB Financial Corp.)

Fairness Opinion. The Company Board of Directors has received the oral opinion of the Company Investment Banker, Financial Advisor to the effect that, as of the date of such date opinion, and based on upon and subject to the assumptionsvarious qualifications, qualifications assumptions and limitations contained set forth therein, the Merger Consideration is fair to be received by the holders of shares of the Company Common Stock pursuant to the Company Shareholders Merger Agreement is fair, from a financial point of view, to such holders of shares of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guidance Software, Inc.)

Fairness Opinion. The Company Company’s Board of Directors has received an opinion from the oral opinion of the Company Investment Banker, Financial Advisor to the effect that, as of such the date of this Agreement and based on upon and subject to the assumptionslimitations, qualifications and limitations contained assumptions set forth therein, the Merger Consideration is fair to be received by the Company Shareholders (other than Parent, Merger Sub and any of their respective Affiliates) pursuant to this Agreement is fair, from a financial point of view, to such Company Shareholders (the “Fairness Opinion”). The Company has delivered an accurate and complete copy of such opinion or opinions to Parent solely for informational purposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J. Alexander's Holdings, Inc.)

Fairness Opinion. The Company Company’s Board of Directors has received the oral an opinion of from the Company Investment BankerFinancial Advisor, a copy of which has been made available to the effect Parent, that, as of the date of such date and based on and subject to the assumptions, qualifications and limitations contained thereinfairness opinion, the Merger Consideration is fair to the Company Shareholders Company’s stockholders from a financial point of view, and, as of the date hereof, such opinion has not been withdrawn, revoked or modified (the “Fairness Opinion”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Fairness Opinion. The board of directors of the Company Board of Directors has received the oral opinion of the Company Investment Banker(which, if initially rendered verbally, has been or will be confirmed by a written opinion) from Kxxxx, Bxxxxxxx & Wxxxx, Inc. to the effect that, as of the date of such date and based on opinion and subject to the factors, assumptions, limitations and qualifications and limitations contained set forth therein, the Merger Consideration is fair to the Company Shareholders fair, from a financial point of view, to such Company stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pilgrim Bancshares, Inc.)

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