Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger is fair to such stockholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co)

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Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxx Xxxxxxx, dated the date of this Agreement, to the effect that, as of such date, the consideration Exchange Ratio pursuant to be received by the Company's stockholders in the Merger this Agreement is fair to such stockholders from a financial point of viewview to holders of the Company Common Stock, and a signed copy of such which opinion has been will be delivered to ParentParent for informational purposes only promptly following the date of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Peoples Energy Corp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of Shares, a signed true and complete copy of such which opinion has been delivered or will promptly be provided to Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pioneer Energy Services Corp), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx, Xxxxxxxx & Xo.Xxxx, Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock not affiliated with Parent is fair to such stockholders holders from a financial point of view, view and a signed copy of such the signed opinion has been delivered provided to Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aquent Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)

Opinion of Financial Advisor. The Company has received ----------------------------- the opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been will promptly be delivered to ParentParent upon receipt by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)

Opinion of Financial Advisor. The Company has received ---------------------------- the opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo., dated the date of this Agreement, Co. to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Common Stock, other than Parent and Sub, is fair to such stockholders holders from a financial point of view, subject to the qualifications and a signed copy of assumptions contained therein, and such opinion has not been delivered to Parentwithdrawn or modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Foodservice/Md/), Agreement and Plan of Merger (Royal Ahold)

Opinion of Financial Advisor. The Company has received the an opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such datethe date hereof, the consideration to be received by holders of Company Common Shares in the Company's stockholders in Offer and the Merger is fair to such stockholders fair, from a financial point of view, and a signed to such holders. A complete copy of such opinion has been delivered will be made available to Parent.Parent as soon as practicable after the date of this Agreement

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Astrazeneca PLC), Agreement and Plan of Merger (Medimmune Inc /De)

Opinion of Financial Advisor. The Company Parent has received the opinion of Merrxxx Xxxcx Xxxxxx & Xo.Co., Inc., dated the date of this AgreementMarch 7, 1997, substantially to the effect that, as of such date, that the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock is fair to such stockholders the holders of Parent Common Stock from a financial point of view, and a signed copy of such which opinion has been delivered to Parentthe Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micro Bio Medics Inc), Agreement and Plan of Merger (Schein Henry Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger and as a result of the Special Dividend by the holders of shares of Company Common Stock is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Sagent Advisors Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent and U.S. Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and a to the holders of shares of Company Common Stock. A signed copy of such opinion has been will be delivered to ParentParent promptly after the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo.Xxxxx Incorporated, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the various assumptions and limitations set forth therein, the consideration to be received by the Company's stockholders in the Merger by holders of Company Common Stock pursuant to this Agreement is fair to such stockholders fair, from a financial point of view, and to such holders, a signed copy of such which opinion has been delivered will be made available to ParentParent for informational purposes only promptly following the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (VWR Corp), Agreement and Plan of Merger (Avantor, Inc.)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx X.X. Xxxxxxxx & Xo.Co. (the "Company Financial Advisor"), dated the date of this Agreementhereof, to the effect that, as of such datethe date hereof, the consideration to be received by the Company's stockholders in the Merger by the shareholders of the Company is fair to such stockholders from a financial point of viewview to the shareholders of the Company, and a signed true and complete copy of such opinion has been delivered to ParentParent prior to the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alpnet Inc), Agreement and Plan of Merger (Alpnet Inc)

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. Incorporated, dated the date of this Agreement, in customary form to the effect that, as of such date30 the date of this Agreement, the consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mainspring Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., Xxxxxx Xxxxxxx dated the as of a date of which is on or prior to this Agreement, Agreement substantially to the effect that, as of such datethe date of this Agreement, the consideration to be received pursuant to the Merger Agreement by the Company's stockholders in (other than the Merger Parent or any of its affiliates) is fair to such stockholders from a financial point of view, . A complete and a correct signed copy of such opinion has been delivered deliv- ered to the Parent, and such opinion has not been withdrawn or modified as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Joseph Littlejohn & Levy Fund Ii Lp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Company L.L.C., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders in the Merger shareholders (other than Parent or any affiliate thereof) is fair to such stockholders holders of Shares from a financial point of view, and a signed copy of such opinion has been delivered to Parent. 3.15.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Safety Kleen Corp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Gxxxxx Xxxxxx Xxxxxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of shares of Company Common Stock, a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meridian Medical Technologies Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, that the consideration Merger Consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such stockholders the holders of the Company Common Stock from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flightsafety International Inc)

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo., Xxxxx ("Merrill") dated the date of this Agreement, Agreement to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration is fair to be received by the Company's stockholders in the Merger is fair to such stockholders stockholders, other than Parent and its affiliates, from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent promptly after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (France Family Group)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. LLC, dated the date of this Agreement, to the effect that, as of such datedate and subject to the various qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been shall be delivered to ParentParent solely for informational purposes promptly after the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Accelrys, Inc.)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of shares of Company Common is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx & Xo.Company, Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been been, or will be promptly after receipt by the Company thereof, delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genus Inc)

Opinion of Financial Advisor. The D.X. Xxxxxxxx & Co. has delivered to the Company has received the opinion of Merrxxx Xxxcx & Xo.Board its written opinion, dated as of the date of this Agreement, to the effect that, as of such date, subject to the consideration to be received by the Company's stockholders in assumptions, qualifications, limitations and other matters stated therein, the Merger Consideration is fair to such stockholders fair, from a financial point of view, and a signed to the holders of Shares. A copy of such opinion has been delivered to Parent, it being agreed that Parent and its Affiliates have no right to rely on such opinion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premierwest Bancorp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Rxxxxxx Jxxxx & Xo.Associates, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of shares of Company Common is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Clover Leaf Financial Corp.)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.X.X. Xxxxxx Securities LLC, dated the date of this Agreement, to the effect that, as of such datedate and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by paid to the Company's stockholders holders of Company Common Stock in the Merger Transactions is fair to such stockholders fair, from a financial point of view, and to such holders, a signed copy of such which opinion has been delivered will be made available to ParentParent for informational purposes only promptly following the date of this Agreement.

Appears in 1 contract

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

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Opinion of Financial Advisor. The Company Board has received the opinion of Merrxxx Xxxcx & Xo.X.X. Xxxxxx Securities Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders from a financial point of viewview to such holders (other than Parent and its affiliates), and a signed copy of such which opinion has been will be delivered to ParentParent solely for informational purposes promptly after the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hisamitsu U.S., Inc.)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received in the Offer and the Amalgamation by the Company's stockholders in the Merger shareholders of Company is fair to such stockholders from shareholders, a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Amalgamation (Exel LTD)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. LLC, dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the Company’s stockholders, a signed copy of such which opinion has been been, or will promptly be, delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Illumina, Inc.)

Opinion of Financial Advisor. The Company has received the ----------------------------- opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co., Inc. dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a signed copy of such which opinion has been or will promptly be delivered to Parent.

Appears in 1 contract

Samples: Merger Agreement (Centocor Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxxxx Inc., dated the date of this Agreement, to the effect that, as of such date, and subject to the consideration qualifications and assumptions set forth in each such opinion, the Merger Consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock is fair to such stockholders from a financial point of view, and a . A signed copy of such opinion has been delivered will be made available to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cherokee International Corp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx Xxxx Xxxxxx & Xo., Co. dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Johnson & Johnson)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx, Sachs & Xo.Co. (the “Xxxxxxx, Xxxxx Fairness Opinion”), dated as of the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, . A complete and a correct signed copy of such opinion has been will be delivered to ParentParent as soon as practicable after the date of this Agreement and such opinion shall not have been withdrawn.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lee Enterprises Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx, Sachs & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Weyerhaeuser Co)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. Incorporated, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Bioscience Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., Mxxxxx Sxxxxxx dated the as of a date of which is on or prior to this Agreement, Agreement substantially to the effect that, as of such datethe date of this Agreement, the consideration to be received pursuant to the Merger Agreement by the Company's stockholders in (other than the Merger Parent or any of its affiliates) is fair to such stockholders from a financial point of view, . A complete and a correct signed copy of such opinion has been delivered to the Parent, and such opinion has not been withdrawn or modified as of the date hereof.

Appears in 1 contract

Samples: Tender Agreement (Ibp Inc)

Opinion of Financial Advisor. The Company has received the opinion opinion, to be confirmed in writing, of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo., dated the date of this Agreement, Co. Incorporated ("Xxxxxx Xxxxxxx") to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders holders of Class A Common Stock in the Merger is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent promptly after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bcom3 Group Inc)

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates and Xxxxxx, Xxxxxxxx & Company, Incorporated, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's ’s stockholders in the Merger is fair to such the Company’s stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to ParentParent and Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTC Technologies Inc)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.J.X. Xxxxxx Securities LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by paid to the Company's stockholders holders of the Company Common Stock in the proposed Merger is fair to such stockholders fair, from a financial point of view, and a signed to such holders (the “Fairness Opinion”). A copy of such written opinion has been delivered shall be provided to ParentParent solely for informational purposes promptly after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virtusa Corp)

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx X. X. Xxxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of shares of Company Common is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)

Opinion of Financial Advisor. The Company has received the written opinion (the “Fairness Opinion”) of Merrxxx Xxxcx Rxxxxxx Jxxxx & Xo.Associates, Inc. (“Rxxxxxx Jxxxx”), dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the Company’s stockholders, a signed copy of such which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Innovation Inc)

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