Common use of Fairness Opinion Clause in Contracts

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).

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (STAMPS.COM Inc)

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 Qatalyst Partners LP (the “Advisor”), to the effect that, as of the date of such opinion and based upon and subject to the various factors, qualifications, limitations qualifications and assumptions set forth therein, the Per Share Price consideration to be paid to received by the holders of shares of Company Class A Common Stock, in their capacity as holders of Company Class A Common Stock (other than holders Parent or any Affiliate of Owned Company Shares or Dissenting Company Shares) in connection with the Merger Parent, if applicable), pursuant to this Agreement is fair, fair from a financial point of view, 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). Promptly after the date of this Agreement, the Company will deliver a copy of such opinion to Parent for information purposes only.

Appears in 2 contracts

Sources: Merger Agreement (Linkedin Corp), Merger Agreement

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).

Appears in 1 contract

Sources: Merger Agreement (Instructure Inc)

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 Qatalyst Partners LP (the “Advisor”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factorslimitations, qualifications, limitations assumptions and assumptions other matters set forth therein, the Per Share Price to be paid to received pursuant to, and in accordance with, the terms of this Agreement by the holders of shares of Company Common Stock (other than holders Parent or any Affiliate of Owned Company Shares or Dissenting Company SharesParent) 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).

Appears in 1 contract

Sources: Merger Agreement (Apptio Inc)

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of its financial advisor, ▇.. ▇▇▇▇ ▇▇▇▇▇▇▇ Securities & Co. LLC (the Advisor▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factorsassumptions made, qualificationsprocedures followed, matters considered and qualifications and limitations and assumptions on the scope of review undertaken by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as set forth thereinin its opinion, the Per Share Price consideration to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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). As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 1 contract

Sources: Merger Agreement (Cambrex Corp)

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of its financial advisor, ▇.. ▇▇▇▇ ▇▇▇▇▇▇▇ Securities & Co. LLC (the “Advisor”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factorslimitations, qualificationsmatters, limitations qualifications and assumptions set forth therein, the Per Share Price to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Cvent Inc)

Fairness Opinion. The Company Board has and the Special Committee of the Company Board (the “Special Committee”) have received the written opinion (or an oral opinion to be confirmed in writing) of its financial advisor, ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇Securities LLC & Co. (the “Advisor”), to the effect that, as of the date of such opinion and based upon and subject to the various factors, qualifications, limitations qualifications and assumptions set forth therein, the Per Share Price to be paid to the holders of shares of Company Common Stock (other than holders Parent or any Affiliate of Owned Company Shares or Dissenting Company SharesParent, if applicable) in connection with the Merger pursuant to this Agreement is fair, fair from a financial point of view, view to such holders (it being understood and agreed that such written opinion is for the benefit of the Company Board and the Special Committee and may not be relied upon by Parent or Merger Sub).

Appears in 1 contract

Sources: Merger Agreement (Tibco Software Inc)

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 Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Advisor”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factors, qualifications, assumptions and limitations and assumptions set forth therein, the Per Share Price to be paid to received in the Merger by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Blue Nile Inc)

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”), Company Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the various factorsmatters, qualificationslimitations, limitations qualifications and assumptions set forth therein, the Per Share Price (subject to applicable withholding of Taxes) to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or and Dissenting Company Shares, if applicable) in connection with pursuant to the Merger is fair, from a financial point of view, 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 Acquisition Sub).

Appears in 1 contract

Sources: Merger Agreement (Sierra Oncology, Inc.)

Fairness Opinion. The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of its financial advisor, ▇.. ▇▇▇▇ ▇▇▇▇▇▇▇ Securities & Co. LLC (the "Advisor"), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factorslimitations, qualificationsmatters, limitations qualifications and assumptions set forth therein, the Per Share Price to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Marketo, Inc.)

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 opinion, and based upon and subject to the various factorslimitations, qualificationsmatters, limitations qualifications and assumptions set forth therein, the Per Share Price to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Xactly Corp)

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 Crosstree Capital Partners, Inc. (the “Advisor”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factorslimitations, qualificationsmatters, limitations qualifications and assumptions set forth therein, the Common Per Share Price to be paid to received by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Omnicomm Systems Inc)

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 BofA Securities, Inc. (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).

Appears in 1 contract

Sources: Merger Agreement (RealPage, Inc.)

Fairness Opinion. The Prior to the execution of this Agreement, 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 opinion, and based upon and subject to the various factorslimitations, qualificationsmatters, limitations qualifications and assumptions set forth therein, the Per Share Price to be paid to the holders (other than Parent and its Affiliates) of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement is fair, fair from a financial point of view, 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).

Appears in 1 contract

Sources: Merger Agreement (Monotype Imaging Holdings Inc.)

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 & Company, Incorporated (the “Advisor”), to the effect that, as of the date of such opinion opinion, and based upon and subject to the various factors, qualifications, assumptions and limitations and assumptions set forth therein, the Per Share Price to be paid to received in the Merger by the holders of shares of Company Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in connection with the Merger pursuant to this Agreement 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).

Appears in 1 contract

Sources: Merger Agreement (Natus Medical Inc)