Common use of Opinion Clause in Contracts

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereof.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Xxxxx, Xxxxxxxx & Xxxxx, Inc. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Exchange Ratio in the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from RBC Capital Markets, to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement Exchange Ratio is fair fair, from a financial point of view view, to the holders of the Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Xxxxx, Xxxxxxxx & Xxxxx, Inc., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Bank of America Xxxxxxx Xxxxx Xxxxxxx to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx + Partners, L.P. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from X.X. Xxxxxx Securities LLC, to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to provided for in this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Boenning to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx & Partners, L.P. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx & Co. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Exchange Ratio in the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Rxxxxxx Jxxxx & Associates, Inc. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board board of Directors directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxxxx Xxxxx Xxxxxxx to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereof.of this Agreement. 3.24

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx & Partners, L.P. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, which if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated opinion of the same date) of Xxxxx Xxxxxxx from Xxxxxxxx Inc. to the effect that, that as of the date of such opinion, thereof and based upon and subject to the factorsvarious assumptions made, assumptions procedures followed, the matters considered, and the terms, qualifications and limitations set forth thereinin its written opinion, the Merger Consideration pursuant consideration to be received by the holders of Company Common Stock under this Agreement is fair from a financial point of view to the such holders of Company Common Stock(other than Purchaser and its affiliates). Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company Seller has received an opinion (which, which if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated opinion of the same date) of Xxxxx Xxxxxxx from Xxxxx, Xxxxxxxx & Xxxxx, Inc. to the effect that, that as of the date of such opinion, and based upon opinion and subject to the factors, assumptions assumptions, limitations and limitations set forth thereinqualifications in the written opinion, the Merger Consideration to be received by the common shareholders of Seller pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stocksuch shareholders. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Barclays to the effect that, as of the date of such opinion, and based upon and subject to the factorsprocedures followed, factors considered, assumptions made, and limitations set forth therein, the Merger Consideration to be received by the holders of Company Common Stock pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stocksuch holders. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx UBS Securities LLC to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration to be received by the holders of Company Common Stock in the Merger pursuant to this Agreement is fair was fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx & Partners, L.P. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx X.X. Xxxxxx Securities LLC to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Exchange Ratio in the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Xxxxx, Xxxxxxxx & Xxxxx, Inc., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the per-share Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Sandler X’Xxxxx & Partners, L.P., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set -29- forth therein, the Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Sandler X’Xxxxx & Partners, L.P., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded in any material respect as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxxxx Xxxxx Xxxxxxx & Associates, Inc. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx + Partners, L.P. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Kxxxx, Bxxxxxxx & Wxxxx, Inc., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Company Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx from Kxxxx, Bxxxxxxx & Wxxxx, Inc., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Starting Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of from Xxxxx Xxxxxxx & Co., to the effect that, as of the date of such opinionthereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Sandler X’Xxxxx & Partners, LP to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Exchange Ratio in the Merger Consideration pursuant to this Agreement is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board board of Directors directors of the Company has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxx Xxxxxxx Xxxxxxxx to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration pursuant to this Agreement Exchange Ratio is fair from a financial point of view to the holders of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereofof this Agreement.

Opinion. Prior to the execution of this Agreement, the Board of Directors of the Company has received an opinion (which, if initially rendered verballyorally, has been or will be confirmed by a written opinion, dated the same date) of Xxxxxxx, Xxxxx Xxxxxxx & Co. to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions assumptions, and limitations set forth therein, the Merger Consideration payable pursuant to this Agreement is fair from a financial point of view to the holders holder of Company Common Stock. Such opinion has not been amended or rescinded as of the date hereof.