Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company Board has received from the Company Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company written opinion of the Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualificationsMay 25, considerations, assumptions and limitations set forth therein1999, the consideration to be received by the holders of Company shares of Common Stock in pursuant to the Offer and the Merger is fair, fair to such holders from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. (a) The Company Board of Directors has received from the opinion of the financial advisor to the Company Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration to be received by holders of Company Common Stock in the Offer Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock Shares (other than Purchaser Merger Subsidiary and its Affiliates and the Continuing Shareholders and their respective Affiliates).

Opinion of Financial Advisor. The Company Board has received from the opinion of the Company Financial Advisor an opinion to the effect that, as of the date of the opinion this Agreement and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the Offer and the Merger is fair, fair from a financial point of view, view to the holders of the Company Common Stock (other than Purchaser Parent and its Affiliates)) of shares of Company Common Stock.

Opinion of Financial Advisor. The Company Board To the extent deemed advisable by the Acquiror’s board of directors, the board of directors of the Acquiror has received from the Company Financial Advisor written opinion of an opinion independent financial advisor to the effect that, as of the date of the such opinion and subject to the qualificationscertain assumptions, considerations, assumptions qualifications and limitations set forth therein, the consideration to be received by holders of Company Common Stock Exchange Ratio provided for in the Offer Merger pursuant to this Agreement is fair, from a financial point of view, to the holders of the Company Acquiror Common Stock (other than Purchaser and its Affiliates)Stock.

Opinion of Financial Advisor. The Company Board has received from the Company Financial Advisor an opinion has delivered to the effect Special Committee its written opinion that, as of the date of the opinion and subject to the qualificationsSeptember 21, considerations, assumptions and limitations set forth therein2005, the consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair, fair to the holders of Shares from a financial point of view, a copy of which has been delivered to the holders of the Company Common Stock (other than Purchaser and its Affiliates)Purchaser.

Opinion of Financial Advisor. The Company Company's Board of ---------------------------- Directors has received from the Company Financial Advisor an opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx, financial advisor to the Company's Board of Directors, to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinsuch opinion, the consideration to be received in the Offer and the Merger by the holders of shares of Company Common Stock in is fair to the Offer is fair, holders of such shares from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Company Board Company's board of directors has received from an opinion of the Company Financial Advisor an opinion Advisor, dated as of the date that the Company’s board of directors approved this Agreement and the Transactions, to the effect that, as of the date of the opinion such date, and subject to the qualifications, considerations, assumptions qualifications and limitations set forth therein, the consideration to be received in the Merger by the holders of Company the Common Stock in is fair to the Offer is fair, holders of the Common Stock from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the opinion of the Company Financial Advisor an opinion to the effect that, as of the date of this Agreement, the opinion financial terms and subject conditions of the Investment are fair to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company Financial Advisor an opinion of Prudential Securities, Inc., the Company's financial advisor, substantially to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, that the consideration to be received by the holders of the Company Common Stock in the Offer Merger is fair, fair to such holders from a financial point of view, a copy of which has been provided to the holders of the Company Common Stock (other than Purchaser and its Affiliates)Acquiror.

Opinion of Financial Advisor. The Board of Directors of the Company and a special committee of the Board has of Directors have received an opinion from the Company's financial advisor dated as of the date hereof and addressed to the special committee and the Board of Directors of the Company Financial Advisor an opinion to the effect that, as of the date of the opinion hereof and based upon and subject to the qualificationslimitations, considerations, qualifications and assumptions and limitations set forth therein, the consideration Total Merger Consideration to be received by paid to the holders of shares of the Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)holders.

Opinion of Financial Advisor. The Prior to the execution of this Agreement, the Board of Directors of the Company Board has received from the Company Financial Advisor an opinion of Co-View Capital, financial advisor to the effect thatCompany, as of the date of the such opinion and subject to based on the qualificationsassumptions, considerations, assumptions qualifications and limitations set forth therein, that the consideration Merger Consideration to be received by holders of Company Common Stock in the Offer Company’s unaffiliated shareholders is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such shareholders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company Financial Advisor an written opinion of a financial advisor to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinsuch opinion, the consideration to be received by holders terms of Company Common Stock in the Offer is transactions contemplated hereby are fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)Company’s stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the date of the opinion opinion, each of the Offer Price and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration Merger Consideration to be received pursuant to this Agreement by holders of Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)is fair from a financial point of view to holders of the Company Common Stock. A copy of such opinion has been, or will promptly be, delivered to Parent for informational purposes only.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company opinion of the Company's Financial Advisor an opinion to the effect thatAdvisor, as of the date of the opinion and subject this Agreement, to the qualifications, considerations, assumptions and limitations set forth therein, effect that the consideration to be received by holders of Company Common Stock in the Offer Per Share Merger Consideration is fair, from a financial point of view, to the holders of Company and the Company Common Stock (other than Purchaser and its Affiliates)Company's stockholders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from been advised by the Company Financial Advisor an opinion to the effect thatthat in its opinion, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration to be received by the equity holders of the Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such equity holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from been advised by the Company Financial Advisor an opinion Advisors to the effect thatthat in each Financial Advisor's opinion, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration Merger Consideration to be received by the holders of Company Common Stock in the Offer Shares is fair, fair from a financial point of viewview to such holders, to the holders in each case assuming no adjustment of the Company Common Stock (other than Purchaser and its Affiliates)Exchange Ratio.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received a written opinion from the Company Financial Advisor an opinion Company's financial advisor, Union Square Advisors LLC, to the effect that, as of the date of the opinion such opinion, and based upon and subject to the various procedures, factors, qualifications, considerations, limitations and assumptions and limitations set forth therein, the consideration Merger Consideration to be received by the holders of Company Common Stock in the Offer pursuant to this Agreement is fair, fair to such holders from a financial point of view, . A signed copy of such opinion has been delivered to the holders Parent as of the Company Common Stock (other than Purchaser and its Affiliates)date hereof for information purposes only.

Opinion of Financial Advisor. The Company Board has received from the Company Financial Advisor an opinion to the effect thatbeen ---------------------------- advised by its financial advisors that in their opinion, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinhereof, the consideration to be received by holders of Company Common Stock the Shares in the Offer and the Merger, taken together, is fair, fair from a financial point of view, view to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company Financial Advisor an opinion of its financial advisor, Saloxxx Xxxxx Xxxnxx Xxx., to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration Per Share Amount to be received in the Merger by the holders of Company Common Stock in the Offer Shares is fair, fair to such holders from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company Financial Advisor an opinion of its financial advisor, Xxxxxxx Xxxxx Xxxxxx Inc., to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration Per Share Amount to be received in the Merger by the holders of Company Common Stock in the Offer Shares is fair, fair to such holders from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Company Company's Board of ---------------------------- Directors has received from the Company Financial Advisor an opinion of SunTrust Equitable Securities Corporation, financial advisor to the Company's Board of Directors, to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinsuch opinion, the consideration to be received by holders of Company Common Stock in the Offer and the Merger by the holders of Shares is fairfair to the holders of Shares, other than affiliates of Parent, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Opinion of Financial Advisor. The Company Board Company’s board of directors has received from the Company Financial Advisor an opinion of Hxxxxx Xxxxxxxx Advisors, LLC to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinsuch opinion, the aggregate consideration to be received by the holders of the Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from been advised by the Company Financial Advisor an opinion to the effect thatthat in its opinion, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration to be received by the holders of Company Common Stock the Shares in the Offer Merger is fair, fair from a financial point of view, view to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such holders.

Opinion of Financial Advisor. The Board of Directors of the Company and a special committee of the Board has of Directors have received an opinion from the Company’s financial advisor dated as of the date hereof and addressed to the special committee and the Board of Directors of the Company Financial Advisor an opinion to the effect that, as of the date of the opinion hereof and based upon and subject to the qualificationslimitations, considerations, qualifications and assumptions and limitations set forth therein, the consideration Total Merger Consideration to be received by paid to the holders of shares of the Company Common Stock in the Offer is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received from the Company written opinion of the Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinhereof, the consideration Merger Consideration to be received by the holders of Company Common Stock in the Offer Merger (other than Parent, Acquisition and their respective subsidiaries and affiliates) is fair, fair from a financial point of view, view to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such holders.

Opinion of Financial Advisor. The Company Company’s Board of Directors has received from the opinion of the Company Financial Advisor an opinion Advisor, to the effect that, as of the date of the opinion opinion, and based upon and subject to the qualifications, considerations, assumptions limitations and limitations other matters set forth therein, each of the consideration Offer Price and the Merger Consideration to be received pursuant to this Agreement by holders of Company Common Stock in the Offer Shareholders is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)Shareholders.

Opinion of Financial Advisor. The Company Board has received from the Company written opinion of Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinhereof, the consideration to be received by the holders of Company Common Stock in Shares (other than Parent or any of its affiliates) pursuant to the Offer and the Merger, is fair, fair to the Company's stockholders from a financial point of view, . The Company has previously delivered to the holders Parent a copy of the Company Common Stock (other than Purchaser and its Affiliates)such opinion.

Opinion of Financial Advisor. The Company Board of Directors has received from an opinion of the Company Financial Advisor an opinion to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth thereinthis Agreement, the consideration to be received by holders of Company shares of Common Stock in (other than Parent or its Subsidiaries) pursuant to the Offer and the Merger, taken together, is fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates)such holders.

Opinion of Financial Advisor. The Board of Directors of the ---------------------------- Company Board has received from the Company Financial Advisor an opinion of Prudential Securities, Inc., the Company's financial advisor, substantially to the effect that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, that the consideration to be received by the holders of the Company Common Stock in the Offer Merger is fair, fair to such holders from a financial point of view, a copy of which has been provided to the holders of the Company Common Stock (other than Purchaser and its Affiliates)Acquiror.