Common use of Fairness Opinion Clause in Contracts

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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nitro Petroleum Inc.), Agreement and Plan of Merger (Core Resource Management, Inc.), Agreement and Plan of Merger (Nitro Petroleum Inc.)

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Fairness Opinion. The Company has had an opportunity to receive an expert received the opinion of the Company Financial Advisor 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to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)

Fairness Opinion. The Prior to the execution of this Agreement, the Company Board has had an opportunity to receive an expert received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreement hereof, and based upon and subject to the qualifications and assumptions matters set forth therein, the Merger Consideration is fair, fair to the holders of Company Common Stock from a financial point of view, to . Such opinion has not been amended or rescinded as of the holders date of shares of Company Common Stockthis Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp), Agreement and Plan of Merger (KNBT Bancorp Inc), Shareholder Agreement (Willow Grove Bancorp Inc/New)

Fairness Opinion. The Company has had an opportunity received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to receive an expert opinion 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 Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Valpey Fisher Corp), Agreement and Plan of Merger (Cardtronics Inc)

Fairness Opinion. The Company has had an opportunity to receive an expert received the opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement and based upon and subject to the limitations, qualifications and assumptions set forth therein, the consideration to be received in the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to such holders, and, as of the holders date of shares of Company Common Stockthis Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp)

Fairness Opinion. The Company has had an opportunity to receive an expert received the opinion of the Company Financial Advisor 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 consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SFN Group Inc.), Agreement and Plan of Merger (Randstad North America, L.P.)

Fairness Opinion. The Company has had an opportunity received the opinion of Xxxxx and Company, LLC, financial advisor to receive an expert opinion the Company, to the effect that, as of the date of this Agreement and based upon and subject to the assumptions, qualifications and assumptions limitations set forth therein, the Merger Consideration to be received by the holders of Shares of Company Common Stock, taken in the aggregate, is fair, fair from a financial point of view, view to the holders of shares of Company Common Stocksuch holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmacopeia Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

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Fairness Opinion. The Company has had an opportunity to receive an expert received the oral opinion of the Company Financial Advisor 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, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sajan Inc)

Fairness Opinion. The Company has had an opportunity to receive an expert received the opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement set forth in the opinion letter 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, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Torotel Inc)

Fairness Opinion. The Prior to the execution of this Agreement, the ---------------- Company Board has had an opportunity to receive an expert received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreement hereof, and based upon and subject to the qualifications and assumptions matters set forth therein, the Merger Consideration is fair, fair to the holders of Company Common Stock from a financial point of view, to . Such opinion has not been amended or rescinded as of the holders date of shares of Company Common Stockthis Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (Chester Valley Bancorp Inc)

Fairness Opinion. The Company has had an opportunity to receive an expert received the opinion of the Company Financial Advisor to the effect that, as of the date of this Agreement such opinion 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.. EXECUTION VERSION

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)

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