Fairness Determination Clause Samples
A Fairness Determination clause establishes a process for assessing whether actions, decisions, or outcomes under an agreement are equitable to all parties involved. Typically, this clause outlines who will make the fairness assessment—such as an independent third party, arbitrator, or designated committee—and the criteria or standards to be used in the evaluation. Its core practical function is to provide a structured mechanism for resolving disputes or concerns about fairness, thereby reducing the risk of bias and ensuring that all parties are treated justly according to agreed-upon standards.
Fairness Determination. The Board of Directors of Compu-DAWN, in its sole determinat▇▇▇, has determined that the transactions contemplated by this Agreement and the exhibits attached hereto are fair in all respects to Compu-DAWN, Compu-DAWN's stockholde▇▇, and Purchaser.
Fairness Determination. The Board of Directors of MyTurn, in its sole reasonable determination, has determined that the transactions contemplated by this Agreement and the exhibits attached hereto are fair in all respects to MyTurn, MyTurn's stockholders, and Purchaser, for the purposes of meeting the Board of Directors' fiduciary obligations under applicable Delaware corporate law relating to the approval or disapproval by a board of directors of a Delaware corporation of the transaction contemplated by this Agreement.
Fairness Determination. The ESOP, the Administrative Committee and the Trustee have received an opinion (the "Opinion") from Willamette Management Associates, the independent financial advisor for the fiduciaries of the ESOP, as of the Closing Date, that the Purchase Price is not less than the fair market value of the ESOP Shares, as fair market value would be determined by arm's length negotiations between independent parties, and that the transactions contemplated hereby are fair to the ESOP from a financial point of view. The Administrative Committee has determined to its satisfaction that its financial advisor is independent and has rendered the Opinion in good faith. It has further consulted its own legal counsel and considered the basis and reasoning set forth in the Opinion and all other facts and circumstances it deems relevant. Upon due deliberation and based upon the Opinion, the Administrative Committee has determined that the transactions contemplated by this Agreement are in the best interests of the Participants and Beneficiaries, and consequently, in accordance with the applicable ESOP documents, as amended. Based upon the foregoing, the Administrative Committee has authorized and directed the Trustee to enter into this Agreement.
Fairness Determination. The ESOP and the Trustee have received an opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the Trustee's independent financial advisor, that the Purchase Price is not less than the fair market value of the ESOP Shares and the transactions contemplated hereby are fair to the ESOP from a financial point of view.