Fairness Opinion Clause Samples

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Fairness Opinion. The Company has had an opportunity to receive an expert opinion 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.
Fairness Opinion. The Company's Board of Directors has received the written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, financial advisor to the Company, dated the date of this Agreement, to the effect that the Exchange Ratio is fair to the shareholders of the Company from a financial point of view. The Company has furnished an accurate and complete copy of said written opinion to Parent.
Fairness Opinion. 23 ARTICLE IV
Fairness Opinion. Parent's Board of Directors has received the written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC, financial advisor to Parent, dated as of the date of this Agreement, to the effect that the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate and complete copy of said written opinion to the Company.
Fairness Opinion. The Board of Directors of the Company has received a written opinion from ▇▇▇▇▇▇ Securities Incorporated, dated no later than the date hereof, that, as of the date of this Agreement, the Merger Consideration is fair to the Company's shareholders from a financial point of view and has delivered to Parent a copy of such opinion.
Fairness Opinion. The Company has received the opinion of an independent 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of view, to the holders of shares of Company Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.
Fairness Opinion. The Board of Directors of Buyer has received the opinion of Buyer’s Financial Advisor dated the date of this Agreement to the effect that the Merger Consideration is fair, from a financial point of view, to Buyer.
Fairness Opinion. Prior to the filing required under Section 5.10 and Section 6.3, Bionova shall have received from AgriCapital Securities Inc. a fairness opinion, in form and substance acceptable to Savia, with respect to the fairness of the Exchange and the Merger per share "cash-out" price to be paid to the stockholders of Bionova not affiliated with Savia or its Affiliates, from a financial point of view, which opinion is not withdrawn prior to the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.
Fairness Opinion. The Fairness Opinion shall not have been withdrawn, revoked or annulled or adversely modified in any material respect.
Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of its financial advisor, ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Advisor”), to the effect that, as of the date of such opinion and based upon and subject to the various factors, qualifications, limitations and assumptions set forth therein, the Per Share Price to be paid to holders of Company Common Stock (other than holders of Owned Company Shares or Dissenting 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 Parent or Merger Sub).