Common use of Fairness Opinions Clause in Contracts

Fairness Opinions. Prior to the execution of this Agreement, Continental has received the oral opinion (to be confirmed in writing) of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. Incorporated to the effect that, as of the date thereof and based upon and subject to the matters and limitations set forth in such written opinions, the Exchange Ratio is fair from a financial point of view to the holders of Continental Common Stock. Such opinions have not been amended or rescinded as of the date of this Agreement. Copies of the written opinions of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. Incorporated will be delivered to United for informational purposes only promptly following receipt thereof by Continental.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Continental Airlines Inc /De/)

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Fairness Opinions. Prior to the execution of this Agreement, Continental has received the oral opinion (to be confirmed in writing) of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated to the effect that, as of the date thereof and based upon and subject to the matters and limitations set forth in such written opinions, the Exchange Ratio is fair from a financial point of view to the holders of Continental Common Stock. Such opinions have not been amended or rescinded as of the date of this Agreement. Copies of the written opinions of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated will be delivered to United for informational purposes only promptly following receipt thereof by Continental.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ual Corp /De/)

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Fairness Opinions. Prior to the execution of this Agreement, Continental United has received the oral opinion (to be confirmed in writing) of each of Lazard Frères Xxxxxxx, Xxxxx & Co. LLC and X.X. Xxxxxx Xxxxxxx & Co. Incorporated Securities Inc. to the effect that, as of the date thereof and based upon and subject to the matters and limitations set forth in such written opinions, the Exchange Ratio is fair from a financial point of view to the holders of Continental Common StockUnited. Such ­Such opinions have not been amended or rescinded as of the date of this Agreement. Copies of the written opinions of each of Lazard Frères Xxxxxxx, Xxxxx & Co. LLC and X.X. Xxxxxx Xxxxxxx & Co. Incorporated Securities Inc. will be delivered to United Continental for informational purposes only promptly following receipt thereof by ContinentalUnited.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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