Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxx & Company International, financial advisor to the Company, to the effect that, as of the date of this Agreement, the consideration to be paid in the Offer and the Merger is fair to the Company's stockholders (other than Parent) from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Company Board of Directors has received the an opinion of Xxxxxxx Xxxxxxxxx & Company InternationalCompany, Inc. as financial advisor to the Company, Company to the effect that, as of the date of this Agreementsuch opinion, the consideration to be paid in the Offer and the Merger is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for , to the benefit holders of the Board of Directors of the CompanyShares (other than Parent, Merger Subsidiary and is not intended to, and may not, be relied upon by Parent or its stockholderstheir respective Affiliates).

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx Xxxxxxxxxxx & Company InternationalCo., Inc., financial advisor to the Company, to the effect that, as of the date of this Agreementsuch opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the consideration Merger Consideration to be paid in received by the Offer and the Merger is fair to the Company's stockholders holders of shares of Company Common Stock (other than Parent or any affiliate of Parent) pursuant to this Agreement is fair, from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Company Board of Directors of the Acquiror has received the opinion of Xxxxxxx Xxxxx, Xxxxxxxx & Company InternationalXxxx, Inc., the Acquiror's financial advisor to the Companyadvisor, substantially to the effect that, as of the date of this Agreement, that the consideration to be paid received by the holders of the Company Common Stock in the Offer and the Merger is fair to the Company's stockholders (other than Parent) Acquiror from a financial point of view; it being understood and acknowledged by Parent that such opinion , a copy of which has been rendered for the benefit of the Board of Directors of provided to the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.. Section 5.15

Opinion of Financial Advisor. The board of directors of the Company has received the opinion of Xxxxxxx its financial advisor, Xxxxx & Company International, financial advisor to the CompanyLLC, to the effect that, as of the date of this Agreementsuch opinion and subject to the assumptions and limitations set forth therein, the consideration Offer Price payable to be paid in the Offer and the Merger is fair to the Company's stockholders holders of Company Common Stock (other than Parent, Acquisition Sub and their respective affiliates) pursuant to this Agreement is fair from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated (the “Company International, financial advisor to the Company, Financial Advisor”) to the effect that, as of the date of this Agreementhereof and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid in the Offer and the Merger Price Per Share is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood and acknowledged by Parent that such , to the holders of shares of the Company Common Share Capital, a copy of which opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersprovided to Parent.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Xxxxx & Co. (the “Company InternationalFinancial Advisor”), financial advisor to dated as of the Companydate hereof, to the effect that, as of the date of this Agreementhereof and subject to the limitations, qualifications and assumptions set forth in such opinion, the consideration Merger Consideration to be paid in the Offer and the Merger is fair to the Company's stockholders holders of the Shares (other than ParentParent and Purchaser) pursuant to this Agreement is fair from a financial point of view; it being understood and acknowledged by Parent that view to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx & XXXX Capital Partners (the “Company International, financial advisor to the Company, Financial Advisor”) to the effect that, as of the date of this Agreementsuch opinion, and subject to the various assumptions and qualifications set forth therein, the consideration Offer Price and Merger Consideration to be paid in the Offer and the Merger received by holders of Company Shares is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood , to such holders and acknowledged by Parent that a copy of such opinion has been rendered will be provided to Parent, solely for the benefit of the Board of Directors of informational purposes, following receipt thereof by the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Company Company’s board of directors has received the opinion of Xxxxxxx Xxxxxxxxxxx & Company InternationalCo. Inc., financial advisor to the Company, to the effect that, subject to the assumptions, qualifications and limitations set forth therein and as of the date of this Agreementsuch opinion, the consideration Merger Consideration to be paid in received by the Offer and the Merger is fair to the Company's stockholders holders of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) is fair, from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx & Company International, financial advisor to the Company's financial advisor, Xxxxx Xxxxxx, to the effect that, as of the date of this Agreement, the consideration Per Share Amount to be paid in received by the holders of Shares (other than Parent and its affiliates) pursuant to the Offer and the Merger Merger, taken together, is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Board of Directors of Company has received the opinion of Xxxxxx Xxxxxxx & Company InternationalCo., Company's financial advisor to the Companyadvisor, substantially to the effect that, as of the date of this Agreement, that the consideration to be paid in received by holders of the Offer and the Merger Shares pursuant to this Agreement is fair to the Company's stockholders (other than Parent) from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Xxxxxx X. Xxxxx & Company International, financial advisor to the Company, Co. Incorporated to the effect that, as of the date of this Agreementsuch opinion, the consideration Offer Price to be paid received by the holders of the Shares (other than Parent, Merger Subsidiary and their respective Affiliates) in the Offer and the Merger Merger, taken together, is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood and acknowledged by Parent that , to such holders. The Company will provide, solely for informational purposes, a written copy of such opinion has been rendered for to the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersafter receipt thereby.

Opinion of Financial Advisor. The Company Company’s Board of Directors has received the opinion opinions of each of Xxxxxx Xxxxxxx & Company InternationalCo. Incorporated, financial advisor to the Company, and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. to the effect that, as of the date of this Agreement, the consideration to be paid received in the Offer and the Merger is fair to the Company's stockholders Merger, taken together, by holders of Company Common Stock (other than Parent, Merger Subsidiary and their respective Affiliates) is fair to such holders from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the an opinion of Xxxxxxx & Company InternationalCompany, LLC, financial advisor to the Company, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Offer and the Merger Consideration is fair to the Company's stockholders holders of Company Stock (other than ParentParent or any Subsidiary thereof and other than holders of Dissenting Shares) from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxx Xxxxxxx & Co. LLC (the “Company International, financial advisor to the CompanyFinancial Advisor”), to the effect that, as of the date of this Agreementsuch opinion, and subject to the various assumptions and qualifications set forth therein, the consideration Offer Price and Merger Consideration to be paid in the Offer and the Merger received by holders of Company Shares is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood , to such holders and acknowledged by Parent that a copy of such opinion has been rendered will be provided to Parent, solely for the benefit of the Board of Directors of informational purposes, following receipt thereof by the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of been advised by its financial advisor, Xxxxxxx Xxxxx & Company International, financial advisor to the CompanyL.L.C., to the effect thatthat in its opinion, as of the date of this Agreement, the consideration to be paid in received by the Offer and holders of the Merger Shares is fair to the Company's stockholders (other than Parent) holders of Shares from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Goxxxxx, Saxxx & Company InternationalCo., financial advisor to the Company’s financial advisor, to the effect that, as of the date of this Agreement, the consideration to be paid in the Offer and the Merger Consideration is fair to the Company's stockholders (other than Parent) from a financial point of view; it being understood view to the holders of Shares (other than Parent, Merger Sub and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholderstheir respective Affiliates).

Opinion of Financial Advisor. The Company Company's Board of Directors has received the opinion opinions of each of Xxxxxx Xxxxxxx & Company InternationalCo. Incorporated, financial advisor to the Company, and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. to the effect that, as of the date of this Agreement, the consideration to be paid received in the Offer and the Merger is fair to the Company's stockholders Merger, taken together, by holders of Company Common Stock (other than Parent, Merger Subsidiary and their respective Affiliates) is fair to such holders from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the ---------------------------- Company has received the opinion opinions of Xxxxxxx Gruntal & Company Internationaland Xxxxxxx, financial advisor to the CompanyBaring & Co., Incorporated to the effect that, as of the date of this Agreementhereof, the consideration to be paid received by the holders of the Company Shares in the Offer and the Merger is fair to the Company's stockholders (other than Parent) such holders from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx & Company InternationalXxxxxxxxx LLC, financial advisor to the Company, to the effect that, as of the date of this Agreementsuch opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the consideration to be paid in received by the Offer and the Merger is fair to the Company's stockholders holders of Company Shares (other than Parent, Acquisition Sub or any of their respective Affiliates) pursuant to this Agreement is fair, from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Xxxxxxx, Xxxxx & Company InternationalCo., financial advisor to the Company’s financial advisor, to the effect that, as of the date of this Agreement, the consideration to be paid in the Offer and the Merger Consideration is fair to the Company's stockholders (other than Parent) from a financial point of view; it being understood view to the holders of Shares (other than Parent, Merger Sub and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholderstheir respective Affiliates).

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of its financial advisor, Xxxxxxx Xxxx & Company InternationalCompany, financial advisor to LLC (the Company“Financial Advisor”), dated as of the date of this Agreement, to the effect that, as of the date of this Agreementsuch opinion, and based on and subject to the assumptions, limitations and qualifications contained therein, the consideration Merger Consideration to be paid in received by the Offer and shareholders of the Merger is fair to the Company's stockholders Company (other than ParentParent or its Affiliates) is fair, from a financial point of view; it being understood and acknowledged by Parent that , to such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersshareholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Xxxxx & Company InternationalAssociates, financial advisor Inc. addressed to the Company, such Board to the effect that, as of the date of this Agreementsuch opinion, the consideration Merger Consideration to be paid in received by the Offer and the Merger holders of Company Common Stock pursuant to this Agreement is fair to the Company's stockholders (other than Parent) from a financial point of view; it being understood and acknowledged by Parent that view to such holders. The Company has provided a copy of such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersto Parent.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx Rxxxxx X. Xxxxx & Company International, financial advisor to the Company, Co. Incorporated to the effect that, as of the date of this Agreementsuch opinion, the consideration Offer Price to be paid received by the holders of the Shares (other than Parent, Merger Subsidiary and their respective Affiliates) in the Offer and the Merger Merger, taken together, is fair to the Company's stockholders (other than Parent) fair, from a financial point of view; it being understood and acknowledged by Parent that , to such holders. The Company will provide, solely for informational purposes, a written copy of such opinion has been rendered for to the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholdersafter receipt thereby.

Opinion of Financial Advisor. The Company has received the opinion of Xxxxxx Xxxxxxx & Company InternationalCo. Incorporated, financial advisor to the Company, to the effect that, as of the date of this Agreement, the consideration to be paid in pursuant to the Offer and the Merger is fair to the Company's stockholders (other than Parent) holders of Shares from a financial point of view; it being understood and acknowledged by Parent that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent or its stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxx & Xxxxxx Brothers Inc. (the “Company International, financial advisor to the CompanyFinancial Advisor”), to the effect that, as of the date hereof, each of this Agreement, the consideration to be paid in the Offer Price and the Merger Consideration to be received by the holders of the Shares is fair to the Company's such stockholders (other than Parent) from a financial point of view; it being understood , and acknowledged by Parent that such opinion has not been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent modified or its stockholderswithdrawn.