Common use of Fairness Opinion Clause in Contracts

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.

Appears in 5 contracts

Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (First Consulting Group Inc)

Fairness Opinion. The Company's Board of Directors has received the a written opinion of ▇▇▇▇▇▇ ▇. ▇▇from Bear Stea▇▇▇ & Co. Incorporated, financial advisor to the Company▇o. Inc., dated as of the date of this Agreementhereof, to the effect that that, as of the date hereof, the Exchange Ratio is fair to the Company's shareholders of the Company from a financial point of view. The Company , and has furnished an accurate and complete delivered to Parent a copy of said written opinion to Parentsuch opinion.

Appears in 3 contracts

Sources: Merger Agreement (Gayranovic Kenneth), Merger Agreement (Micron Electronics Inc), Merger Agreement (Interland Inc)

Fairness Opinion. The Prior to the execution of this Agreement, the Company's Board board of Directors has directors received the written an opinion of from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. IncorporatedIncorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"), financial advisor to the Company, dated the date of this Agreement, to the effect that that, as of April 17, 2005 and based upon and subject to the matters set forth therein, the Exchange Ratio is fair to the shareholders of the Company fair, from a financial point of view. The Company has furnished an accurate and complete copy , to the stockholders of said written opinion to Parentthe Company.

Appears in 3 contracts

Sources: Merger Agreement (Macromedia Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc)

Fairness Opinion. The Company's Board of Directors has received the written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, financial advisor to the Company, dated at or about 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 will provide a copy of said the written opinion to ParentParent upon its request.

Appears in 3 contracts

Sources: Merger Agreement (Scopus Technology Inc), Merger Agreement (Scopus Technology Inc), Merger Agreement (Siebel Systems Inc)

Fairness Opinion. The Company's Board of Directors has received the written opinion of ▇▇▇▇▇▇ ▇Alex. ▇▇▇▇▇ & Co. Sons Incorporated, financial advisor to the Company, dated the date of this Agreement, to the effect that the Exchange Ratio is fair to the shareholders stockholders of the Company from a financial point of view. The Company has furnished an accurate and complete copy of said written opinion to Parent.

Appears in 2 contracts

Sources: Merger Agreement (Cooper & Chyan Technology Inc), Merger Agreement (Cadence Design Systems Inc)

Fairness Opinion. The Company's Board ’s board of Directors directors has received the written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. IncorporatedCo., financial advisor to the CompanyCompany (the “Financial Advisor”), dated the date of this Agreement, to the effect that the Exchange Ratio is fair to the shareholders of the Company fair, from a financial point of view, to the stockholders of the Company. The Company has furnished an accurate and complete copy of said written opinion to Parent. All information provided on behalf of the Company to the Financial Advisor and considered by the Financial Advisor in preparing its fairness opinion is accurate and complete.

Appears in 2 contracts

Sources: Merger Agreement (Avalon Pharmaceuticals Inc), Merger Agreement (Clinical Data Inc)

Fairness Opinion. The Company's Board of Directors has received the a written opinion of ▇from BankBoston Robe▇▇▇▇▇ ▇. ▇p▇▇▇▇ & Co. Incorporated, financial advisor to the Company▇▇▇., dated as of the date of this Agreementhereof, to the effect that as of the date hereof, the Exchange Ratio is fair to the shareholders of the Company Company's stockholders from a financial point of view. The Company view and has furnished an accurate and complete delivered to Parent a copy of said written opinion to Parentsuch opinion.

Appears in 2 contracts

Sources: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)

Fairness Opinion. The Company's Board of Directors has received the a ---------------- written opinion of from ▇.▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ H & Co. Incorporated, financial advisor to the CompanyQ, dated as of the date of this Agreementhereof, to the effect that as of the date hereof, the Exchange Ratio is fair to the shareholders of the Company Company's stockholders from a financial point of view. The Company view and has furnished an accurate and complete delivered to Parent a copy of said written opinion to Parentsuch opinion.

Appears in 2 contracts

Sources: Merger Agreement (Palm Inc), Merger Agreement (Extended Systems Inc)

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 AgreementNovember 21, 1997, to the effect that the Exchange Ratio is transactions contemplated by this Agreement are fair to the shareholders existing holders of the Company Common Stock from a financial point of view. The Company has furnished an accurate and complete copy of said written opinion to Parent.

Appears in 2 contracts

Sources: Preferred Stock Purchase Agreement (Moore Capital Management Inc /New), Preferred Stock Purchase Agreement (Digital Sound Corp)

Fairness Opinion. The Company's Board of Directors has received the written opinion of opinions from its financial advisors, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ & Co. Incorporated, financial advisor to the CompanyInc. and Broadview International LLC, dated as of the date of this Agreementhereof, to the effect that the Exchange Ratio is fair to the shareholders of the Company Company's stockholders from a financial point of view. The Company has furnished an accurate , and complete have delivered to Parent a copy of said written opinion to Parentsuch opinions.

Appears in 1 contract

Sources: Merger Agreement (Flextronics International LTD)

Fairness Opinion. The Company's Board ’s board of Directors directors has received the written opinion of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. IncorporatedCompany, L.L.C. (“B▇▇▇▇”), financial advisor to the Company, dated the date of this AgreementAugust 9, 2022, to the effect that the Exchange Ratio is fair to the shareholders of the Company fair, from a financial point of view, to the stockholders of the Company. The Company has furnished will furnish an accurate and complete copy of said such written opinion to Parent, and the Company has received the consent of B▇▇▇▇ to include such opinion in the Joint Proxy Statement.

Appears in 1 contract

Sources: Merger Agreement (CarLotz, Inc.)

Fairness Opinion. The Company's Board board of Directors directors has received the written opinion of ▇▇▇▇▇. ▇, ▇▇▇▇▇ & Co. IncorporatedCo., 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 viewview to the stockholders of the Company. The Company has furnished will furnish an accurate and complete copy of said written opinion to Parent.

Appears in 1 contract

Sources: Merger Agreement (Vertex Pharmaceuticals Inc / Ma)

Fairness Opinion. The Company's Board of Directors has received the a written opinion of from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, financial advisor to the Companydated as of April 23, dated the date of this Agreement2003, in customary form to the effect that that, as of such date, the Exchange Ratio is fair to the shareholders of the Company fair, from a financial point of view. The , to the Company stockholders, and has furnished an accurate and complete delivered to Parent a copy of said written opinion to Parentsuch opinion.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Speechworks International Inc)

Fairness Opinion. The Company's Board of Directors has received the a written opinion of from Mont▇▇▇▇▇. , ▇▇▇▇▇ & Co. Incorporated, financial advisor to the Company, dated ted as of the date of this Agreementhereof, to the effect that as of the date hereof, the Exchange Ratio is fair to the Company's shareholders of the Company from a financial point of view. The Company has furnished an accurate and complete delivered a copy of said written such opinion to Parent.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Innovative Tech Systems Inc)

Fairness Opinion. The Company's Board ’s board of Directors directors has received the written opinion of ▇▇▇▇▇▇. ▇▇▇▇▇ & Co. IncorporatedCompany, L.L.C. (“▇▇▇▇▇”), financial advisor to the Company, dated the date of this AgreementAugust 9, 2022, to the effect that the Exchange Ratio is fair to the shareholders of the Company fair, from a financial point of view, to the stockholders of the Company. The Company has furnished will furnish an accurate and complete copy of said such written opinion to Parent, and the Company has received the consent of ▇▇▇▇▇ to include such opinion in the Joint Proxy Statement.

Appears in 1 contract

Sources: Merger Agreement (Shift Technologies, Inc.)

Fairness Opinion. The Company's Board board of Directors directors has received the written opinion of ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ & Co. Incorporated▇▇▇▇, Inc., financial advisor to the Company, dated on or about the date of this Agreement, to the effect that as of such date the Exchange Ratio is fair to the shareholders stockholders of the Company from a financial point of view. The Company has furnished an accurate and complete copy of said written opinion to Parent.

Appears in 1 contract

Sources: Merger Agreement (Prime Response Inc/De)