Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. Parent's Board of Directors has received the written opinion of Xxxxxxxxx & Xxxxx 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.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)

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Fairness Opinion. Parent's The Board of Directors of Parent has received the written opinion of Xxxxxxxxx Xxxxxx Xxxxxxx & Xxxxx LLCCo. to the effect that, financial advisor to Parent, dated as of the date of such opinion, the consideration to be received by Parent in the transactions contemplated by this Agreement, to the effect that the Exchange Ratio Agreement is fair to Parent from a financial point of viewview to Parent. Parent has furnished an accurate A true and complete copy of said written such opinion has been given to the CompanyBuyer.

Appears in 4 contracts

Samples: Transfer and Contribution Agreement (Plains Resources Inc), Transfer and Contribution Agreement (Plains Resources Inc), Transfer and Contribution Agreement (Plains Resources Inc)

Fairness Opinion. Parent's Board board of Directors directors has received the written opinion of Xxxxxxxxx & Xxxxx LLCMorgxx Xxxnxxx, financial xxnancial advisor to Parent, dated as of the date of this AgreementOctober 31, 1997, 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.

Appears in 4 contracts

Samples: 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/)

Fairness Opinion. Parent's Board of Directors has received the a ---------------- written opinion of Xxxxxxxxx from Xxxxxx Xxxxxxx & Xxxxx LLC, financial advisor to ParentCo. Incorporated, dated as of the date of this Agreementhereof, to the effect that that, as of the date hereof, the Exchange Ratio is fair to Parent from a financial point of view. Parent , and has furnished an accurate and complete delivered to Company a copy of said written opinion to the Companysuch opinion.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)

Fairness Opinion. Parent's Board board of Directors directors has received the written opinion of Xxxxxxxxx & Xxxxx Asante Partners 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Med-Design Corp)

Fairness Opinion. Parent's Board of Directors has received the a written opinion of Xxxxxxxxx from Merrxxx Xxxch, Pierce, Fennxx & Xxxxx LLC, financial advisor to Parent, Xmitx Xxxorporated dated as of the date of this Agreementhereof, to the effect that as of the date hereof, the Exchange Ratio is fair to the stockholders of Parent from a financial point of view. Parent view and has furnished an accurate and complete delivered to the Company a copy of said written opinion to the Companysuch opinion.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Excite Inc), Agreement and Plan of Reorganization (At Home Corp)

Fairness Opinion. Parent's Board of Directors has received the a written ---------------- opinion of Xxxxxxxxx from its financial advisor, Xxxxxx Xxxxxxx & Xxxxx LLCCo., financial advisor Incorporated, in form and substance reasonably satisfactory to Parent, Company and dated as of the date of this Agreementhereof, to the effect that the Exchange Ratio consideration to be paid by Parent in connection with the Merger is fair to Parent from a financial point of view. Parent , and has furnished an accurate and complete delivered to Company a copy of said written opinion to the Companysuch opinion.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Onsale Inc)

Fairness Opinion. Parent's ’s Board of Directors has received the a written opinion of Xxxxxxxxx from Xxxxxx Xxxxxxx & Xxxxx LLC, financial advisor to ParentCo. Incorporated, dated as of the date of this AgreementAugust 7, 2006, in customary form to the effect that that, as of such date, subject to the matters set forth in the opinion, the Exchange Ratio is fair to Parent fair, from a financial point of view. Parent , to Parent, and has furnished an accurate and complete delivered to the Company a copy of said written such opinion to the Companyfor informational purposes only.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (McData Corp)

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Fairness Opinion. Parent's Board of Directors has received the written opinion of Xxxxxxxxx & Xxxxx Xxxxxx Xxxx LLC, financial advisor to Parent, dated as of the date of this Agreement, to the effect that the Exchange Ratio Merger is fair to Parent from a financial point of viewview and such written opinion has not been withdrawn or otherwise modified by Xxxxxx Xxxx LLC. Parent has furnished an accurate and complete copy of said written opinion to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc)

Fairness Opinion. Parent's Board of Directors has received the written an opinion of Xxxxxxxxx from Morgxx Xxxnxxx & Xxxxx LLC, financial advisor to ParentXo. Incorporated, dated as of the date of this Agreementhereof, to the effect that as of the date hereof, the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate and complete , a written copy of said written opinion which will be delivered to the CompanyCompany promptly after receipt by Parent of a copy of such opinion.

Appears in 1 contract

Samples: 6 Agreement and Plan of Reorganization (Healtheon Corp)

Fairness Opinion. Parent's Board of Directors has received the a written opinion of Xxxxxxxxx from Morgan Stanley & Xxxxx LLC, financial advisor to ParentCo. Incorporated, dated as of the date of this Agreementhereof, to the effect that xxxxxt xxxx, as of the date hereof, the Exchange Ratio is fair to Parent from a financial point of view. Parent , and has furnished an accurate and complete delivered to Company a copy of said written opinion to the Companysuch opinion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Solutions Inc /De/)

Fairness Opinion. Parent's Board board of Directors directors has received the written opinion of Xxxxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx LLCIncorporated, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vertex Pharmaceuticals Inc / Ma)

Fairness Opinion. Parent's Board board of Directors directors has received the written oral opinion of Xxxxxxxxx & Xxxxx LLCXxxxxx Xxxxxx Partners LLC ("Xxxxxx Xxxxxx"), financial advisor to Parent, dated to the effect that as of the date of this Agreementhereof, to the effect that the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate view and complete copy of said will receive Xxxxxx Xxxxxx'x written opinion to regarding the Companysame promptly after the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De)

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