Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders is fair to such holders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)

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Opinion of Financial Advisor. The Company has received the opinion of Updata, financial advisor to the Company Financial AdvisorCompany, dated to the effect that, as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders Consideration is fair to such holders the Company's stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Saga Systems Inc /De/), Agreement and Plan of Merger (Software Ag)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of 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 Shareholders Company's stockholders is fair to such holders the Company's stockholders from a financial point of view. Company , a signed copy of which opinion has received the consent of Company Financial Advisor been delivered to include such written opinion in the Joint Proxy StatementParent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Tracor Inc /De), Agreement and Plan of Merger (Tracor Inc /De)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial AdvisorJxxxxx Mxxxxxxxxx Xxxxx LLC, dated as of the date of this Agreementin customary form, to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Merger by the Company Shareholders Company’s stockholders is fair to such holders the Company’s stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Opinion Research Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial AdvisorAdvisor in customary form, dated as of 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 Shareholders Company's stockholders is fair to such holders the Company's stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eig Acquisition Corp), Agreement and Plan of Merger (Elite Information Group Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial AdvisorBroker, dated that, as of the date of this Agreement, to the effect that, as of such dateopinion, the consideration to be received pursuant to the terms of this Agreement by the Company’s stockholders is, in the Merger by the Company Shareholders is opinion of such advisor, fair to such holders the Company’s stockholders from a financial point of view. The Company has received been authorized by the consent Company Broker to permit the inclusion of Company Financial Advisor to include such written fairness opinion in the Joint Proxy StatementSchedule 14D-9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Click Commerce Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of Advisor on the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders Company's stockholders (other than the individuals listed on Schedule 1.5) is fair to such holders from a financial point of view. Company has received view and a signed copy of which opinion shall be delivered to Merger Sub upon receipt by the consent of Company Financial Advisor to include such written opinion in the Joint Proxy StatementCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mark Iv Industries Inc), Agreement and Plan of Merger (Miv Acquition Corp)

Opinion of Financial Advisor. The Company has received the written opinion of Xxxxxxx Xxxxx Xxxxxx Inc., financial advisor to the Company Financial AdvisorCompany, dated to the effect that, as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders Consideration is fair to such holders the Company's stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Promus Hotel Corp/De/)

Opinion of Financial Advisor. The Company Board has received the opinion of the Company Financial Advisor, Advisor dated as of the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders Company's stockholders is fair to such holders the Company's stockholders from a financial point of view. Company , and a signed copy of such opinion has received the consent of Company Financial Advisor been, or promptly shall be, provided to include such written opinion in the Joint Proxy StatementParent.

Appears in 2 contracts

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

Opinion of Financial Advisor. The Company Board has received the an opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders in the Offer and the Merger is fair to such holders fair, from a financial point of view. Company has received the consent of Company Financial Advisor , to include such written opinion in the Joint Proxy Statementholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Cnet Networks Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreementhereof, to the effect that, as of such datethe date hereof, the consideration to be received in the Offer and the Merger by the Company Shareholders Company's common shareholders is fair to such holders the Company's common shareholders (other than Parent or any of its affiliates) from a financial point of view. Company , a copy of which opinion has received the consent of Company Financial Advisor been delivered to include such written opinion in the Joint Proxy StatementParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Kysor Industrial Corp /Mi/)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this the Original Agreement, to the effect that, subject to the assumptions, qualifications and other matters set forth therein, as of such date, the consideration to be received in the Merger by the Company Shareholders holders of Shares (other than as set forth in such opinion) pursuant to this Agreement, is fair to such holders fair, from a financial point of view. Company , to such holders of Shares, other than Parent and Merger Sub, a signed true and complete copy of which opinion has received the consent of Company Financial Advisor been provided to include such written opinion in the Joint Proxy StatementParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated to the effect that, as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in paid pursuant to the Offer and the Merger by the Company Shareholders is fair to such holders the Company's stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Hospital Services Inc), Agreement and Plan of Merger (Emergent Group Inc/Ny)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the holders of Company Shareholders Common Stock is fair to such holders from a financial point of view. The Company shall provide a complete and correct signed written copy of such opinion to Parent as soon as practicable after the date of this Agreement for information purposes only and the Company has received the consent of the Company Financial Advisor to include such written opinion in the Joint Proxy Statement/Prospectus.

Appears in 2 contracts

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

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, that the consideration to be received in the Merger pursuant to this Agreement by the Company Shareholders holders of the shares of Common Stock is fair to such holders (other than, Mr. Lap Xxxx Xxx, KDS USA, Parent and their respective Affiliates) from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emachines Inc /De/), Agreement and Plan of Merger (Hui Lap Shun)

Opinion of Financial Advisor. Company has received the opinion of Relational Advisors LLC, financial advisor to Company, to the Company Financial Advisoreffect that, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company Shareholders Consideration is fair to such holders the Stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Lockheed Martin Corp)

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Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, subject to the assumptions, qualifications and other matters set forth therein, as of such date, the consideration to be received in the Merger by the Company Shareholders holders of Shares (other than as set forth in such opinion) pursuant to this Agreement, is fair to such holders fair, from a financial point of view. Company , to such holders of Shares, other than Parent and Merger Sub, a signed true and complete copy of which opinion has received the consent of Company Financial Advisor been provided to include such written opinion in the Joint Proxy StatementParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, that the consideration to be received in the Merger pursuant to this Agreement by the Company Shareholders Stockholders is fair to such holders (other than Parent and its Affiliates) from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 2 contracts

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

Opinion of Financial Advisor. The Company has received the a written opinion of from the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in that the Merger by the Company Shareholders Consideration is fair to such holders fair, from a financial point of view, to the holders of shares of Company Common Stock, a signed copy of which opinion has been delivered to Parent. The Company has received been authorized by the consent of Company Financial Advisor to include such written opinion in its entirety in the Joint Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pediatric Services of America Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial AdvisorAdvisor addressed to the Company's Board of Directors, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the holders of the shares of Company Shareholders Common Stock is fair to such holders from a financial point of view. Company view to the Company's stockholders, other than NRG Energy, Inc. A signed copy of such opinion has received the consent of Company Financial Advisor been delivered to include such written opinion in the Joint Proxy StatementParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Calpine Corp)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of the date of such dateopinion, the consideration to be received in the Offer and the Merger by the Company Shareholders Stockholders is fair to such holders the Stockholders (other than Parent and the Purchaser) from a financial point of view. The Company has received the consent previously delivered to Parent a copy of Company Financial Advisor to include such written opinion in the Joint Proxy Statementopinion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreement, Advisor to the effect that, as of such datethe date hereof, the consideration to be received by the holders of the Company Common Stock in the Merger by the Company Shareholders is fair to such holders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.A copy of

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citicasters Inc)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of the date of such dateopinion, the consideration to be received in the Offer and the Merger by the Company Shareholders Stockholders is fair to such holders the Stockholders (other than Parent and the Purchaser) from a financial point of view. The Company has received the consent previously delivered to Parent a copy of Company Financial Advisor to include such written opinion in the Joint Proxy Statementopinion. Section 4.16.

Appears in 1 contract

Samples: Merger Agreement (Pinault Printemps Redoute Sa Et Al)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, Advisor dated as of the date of this Agreementhereof, to the effect that, as of such datedate and based upon and subject to the matters set forth therein, the consideration to be received in the Merger by the Company Shareholders Company's stockholders is fair to such holders the Company's stockholders from a financial point of view. The Company has received the consent of Company Financial Advisor been authorized by to include such written opinion in its entirety in the Joint Proxy Statement.

Appears in 1 contract

Samples: Management Services Agreement (Juno Lighting Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the holders of the shares of Company Shareholders Common Stock is fair to such holders the Company’s stockholders from a financial point of view. Company has received the consent of Company Financial Advisor to include such written opinion in the Joint Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chevrontexaco Corp)

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