Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger is fair to such holders from a financial point of view.

Opinion of Financial Advisor. The Company's ’s financial advisor, Xxxxxxx B. Xxxxx Xxxxxxxx & Company Co., Inc. (the "“Company Financial Advisor"”), has delivered to the Company’s Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an has received the oral opinion, opinion (to be confirmed in writingby delivery of a written opinion promptly after the date hereof) of Xxxxxxx, Xxxxx & Co., financial advisor to the Company, to the effect that, as of the date of this Agreement, the consideration Merger Consideration to be received by paid to the Company's ’s stockholders in the Offer and the Merger pursuant to this Agreement is fair to such holders from a financial point of viewview to such stockholders.

Opinion of Financial Advisor. The Company's financial advisorCompany has received from Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Xxxxxxx Xxxxx & Company Inc. (the "“Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral ”) its opinion, to be confirmed in writingdated December 13, 2005 (the “Fairness Opinion”), to the effect that, as of such date and based on and subject to the date of this Agreementmatters set forth in that Opinion, the consideration to be received by the Company's stockholders in the Offer and the Merger ’s shareholders is fair to such holders fair, from a financial point of view, to the shareholders of the Company.

Opinion of Financial Advisor. The Company's ’s financial advisor, Xxxxxxx Xxxxx & Company X.X. Xxxxxx Securities Inc. (the "“Company Financial Advisor"”), has delivered to the Company Board of Directors of the Company an oral opinion, to be confirmed in writing, its written opinion to the effect that, as of the date of this Agreementsuch opinion, the consideration to be received by the Company's stockholders holders of the Shares in the proposed Offer and the Merger is fair to such holders fair, from a financial point of view., to such holders. Table of Contents

Opinion of Financial Advisor. The Company's financial advisorCompany has received the oral opinion of Xxxxxxx Xxxxxxxx Partners LP, Xxxxxxx Xxxxx & to be confirmed in writing (with a copy provided solely for informational purposes to Parent promptly after the Company (the "Company Financial Advisor"receives such written confirmation), has delivered to the effect that, subject to certain assumptions, limitations and qualifications, as of the date the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of approved this Agreement, the consideration to be received by the Company's stockholders Exchange Ratio provided in the Offer and the Merger this Agreement is fair to such holders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent of any Affiliate of Parent).

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (Board has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to the Buyer Parties, for informational purposes only, promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Aggregate Consideration is fair to such holders fair, from a financial point of view, to the Company.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company has received the written opinion (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company or an oral opinion, opinion to be confirmed in writing) of X.X. Xxxxxx Securities LLC, financial advisor to the Company, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in paid pursuant to the Offer and the Merger is fair to such holders the Company’s stockholders from a financial point of view.

Opinion of Financial Advisor. The Company's Company has received an oral opinion from its financial advisor, Xxxxxxx Xxxxx Xxxxx Xxxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be subsequently confirmed in writing), to the effect that, as of the date of this Agreementhereof, the consideration to be received by the Company's stockholders in shareholders of the Offer Company pursuant to the Second Amendment and the Merger Second Amended and Restated Agreement, as amended, is fair to such holders shareholders from a financial point of view.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (Board has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to Parent, for informational purposes only, promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Shares.

Opinion of Financial Advisor. The Company's ’s financial advisor, Xxxxxxx Xxxxx & Company X.X. Xxxxxx Securities Inc. (the "“Company Financial Advisor"”), has delivered to the Company Board of Directors of the Company an oral opinion, to be confirmed in writing, its written opinion to the effect that, as of the date of this Agreementsuch opinion, the consideration to be received by the Company's stockholders holders of the Shares in the proposed Offer and the Merger is fair to such holders fair, from a financial point of view, to such holders.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx Goldman, Sachs & Company Co. (the "Company Financial Advisor"), has delivered to the dxxxxxxxd tx xxx Board of Directors of the Company an oral opinion, to be confirmed in writing, writing (the "Fairness Opinion") to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders holders of Shares in the Offer and the Merger is fair to such holders from a financial point of view. Subject to the prior review by the Company Financial Advisor, the Fairness Opinion shall be included in the Proxy Statement.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company has received the oral opinion (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing) of Xxxxxx Xxxxxxx & Co. Incorporated, financial advisor to the Company, to the effect that, as of the date of Table of Contents this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such the holders of the Company Stock from a financial point of view. An executed copy of this opinion has been delivered to Parent for informational purposes only.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company X.X. Xxxxxx Securities LLC (the "“Company Financial Advisor"), ”) has delivered to the Company Board of Directors of the Company an its written opinion (or oral opinion, opinion to be confirmed in writing, ) to the effect that, as of the date of this Agreement, and subject to the consideration to be received by the Company's stockholders in the Offer various limitations, assumptions, factors and matters set forth therein, the Merger Consideration is fair to such holders the stockholders of the Company (other than Parent and Merger Sub) from a financial point of view.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxx, Xxxxxxx Xxxxx & Company Xxxxxx, Inc. (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and Transaction (as defined in the Merger Company Financial Advisor's opinion) in the aggregate is fair to such holders fair, from a financial point of view, to the stakeholders of the Company.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to Parent promptly upon receipt by the Company for informational purposes only), to the effect that, as of the date of this AgreementAgreement and based upon and subject to the assumptions and limitations set forth in the opinion, the consideration to be received by the Company's stockholders in the Offer and the Merger Per Share Price is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock other than Parent and its Affiliates.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company has received the opinion (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, ) of the Company Financial Advisor to the effect that, as of the date of this Agreement, and based upon and subject to the facts and assumptions set forth therein, the consideration to be received paid by the Company's stockholders in Investor pursuant to the Offer and the Merger is fair to such holders the Company’s stockholders (other than the Investor and its Affiliates) from a financial point of view. The Company shall deliver a true and complete copy of the written opinion of the Company Financial Advisor to the Investor for informational purposes only promptly after receipt thereof by the Company.

Opinion of Financial Advisor. The Company's Company has received an oral opinion from its financial advisor, Xxxxxxx Xxxxx Xxxxx Xxxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be subsequently confirmed in writing), to the effect that, as of the date of this Agreementhereof, the consideration to be received by the Company's stockholders in shareholders of the Offer Company pursuant to the Second Amendment and the Merger Second Amended and Restated Agreement, as amended, is fair to such holders shareholders from a financial point of view. 3.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxxxx, Xxxxx & Company Co. (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (the "Fairness Opinion"), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger is fair to such holders from a financial point of view.

Opinion of Financial Advisor. The financial advisor of the Company's financial advisor, Xxxxxx Xxxxxxx Xxxxx & Company Co. LLC (the "Company Financial Advisor"“Xxxxxx Xxxxxxx”), has delivered to the Company Board of Directors of the Company an oral opinion, to be confirmed in writing, opinion to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the various procedures, factors, assumptions, matters, qualifications and limitations on the scope of the review undertaken by Xxxxxx Xxxxxxx as set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in the Offer and the Merger holders of Company Common Stock pursuant to this Agreement is fair to such holders fair, from a financial point of view, to such holders.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx Goldxxx, Xxchx & Company Xo. (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, writing (the "Fairness Opinion") to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders holders of Shares in the Offer and the Merger is fair to such holders from a financial point of view. Subject to the prior review by the Company Financial Advisor, the Fairness Opinion shall be included in the Proxy Statement.

Opinion of Financial Advisor. The Company's financial advisorXxxxxx Salpeter & Co., Xxxxxxx Xxxxx & Company LLC (the "Company “Financial Advisor"“), has delivered to the Board of Directors of the Company an a written opinion (or oral opinion, opinion to be confirmed in writing, ) to the effect that, subject to the assumptions, qualifications, limitations and other matters in connection with the preparation of the opinion, as of the date of this Agreementsuch opinion, the consideration to be received by the Company's stockholders Common Exchange Ratio provided for in the Offer and the Merger pursuant to this Agreement is fair to such holders fair, from a financial point of view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxx Xxxxxxx Xxxxx & Company Co. LLC (the "Company “Financial Advisor"), ”) has delivered to the Company Board of Directors of the Company an oral opinion, opinion (to be confirmed in writing, ) to the effect that, as of the date of this Agreementsuch opinion and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the consideration Per Share Merger Consideration to be received by paid to the Company's stockholders in holders of Common Stock (other than holders of the Offer and the Merger Cancelled Shares) pursuant to this Agreement is fair to such holders fair, from a financial point of viewview to such holders.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company X.X. Xxxxxx Securities Inc. (the "Company Financial Advisor"), has delivered to the Company Board of Directors of the Company an oral opinion, to be confirmed in writing, its written opinion to the effect that, as of the date of this Agreementsuch opinion, the consideration to be received by the Company's stockholders holders of the Shares in the proposed Offer and the Merger is fair to such holders fair, from a financial point of view, to such holders.

Opinion of Financial Advisor. The Xxxxxxxxx & Co., LLC, the Company's ’s financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), advisor has delivered to the Company Board of Directors of its opinion (the Company an oral opinion“Fairness Opinion”) in writing or orally, to in which case, such opinion will be subsequently confirmed in writing, to the effect that, as of the date of this Agreementthereof and based upon and subject to the assumptions, limitations, qualifications, and other matters set forth therein, the consideration Company Share Offer Price and the Merger Consideration, as applicable, to be received by the Company's stockholders in the Offer holders of Company Shares (other than Parent and the Merger its affiliates) pursuant to this Agreement is fair to such holders fair, from a financial point of view, to such holders.

Opinion of Financial Advisor. The Company's ’s financial advisor, Xxxxxxx Xxxxx & Company XX Xxxxxx Securities Inc. (the "“Company Financial Advisor"”), has delivered to the Company’s Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock.

Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx Goldman, Sachs & Company Co. (the "Company Financial Advisor"), has delivered to the Board of Directors of the Direcxxxx xf xxx Company an oral opinion, to be confirmed in writing, writing (the "Fairness Opinion") to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view. Subject to the prior review and consent by the Company Financial Advisor, the Fairness Opinion shall be included in the Proxy Statement.

Opinion of Financial Advisor. The Company's financial advisorCxxxxx Salpeter & Co., Xxxxxxx Xxxxx & Company LLC (the "Company “Financial Advisor"“), has delivered to the Board of Directors of the Company an a written opinion (or oral opinion, opinion to be confirmed in writing, ) to the effect that, subject to the assumptions, qualifications, limitations and other matters in connection with the preparation of the opinion, as of the date of this Agreementsuch opinion, the consideration to be received by the Company's stockholders Common Exchange Ratio provided for in the Offer and the Merger pursuant to this Agreement is fair to such holders fair, from a financial point of view, to the holders of the Company Common Stock.