Opinion of Xxxxx. The Company Board or the Special Committee has received the opinion of Xxxxx to the effect that, as of the date of this Agreement, the cash consideration to be received by the Shareholders (other than Parent or Purchaser) in the Offer and the Merger is fair to such Shareholders from a financial point of view.
Opinion of Xxxxx. Lord Bissell & Liddell LLP with respect to the GWG Parties regarding (i) enforceability, (ii) validity, perfection and priority of security interests under UCC (based on CCH where appropriate), (iii) no governmental consents required, (iv) no violation of NY or federal law and (v) no requirement that GWG Parties be registered as “investment companies”.
Opinion of Xxxxx. Lord Xxxxxxx & Xxxxxxx LLP regarding true sale issues with respect to GWG DLP and the Titling Trust.
Opinion of Xxxxx. Lord Bissell & Liddell LLP regarding non- consolidation issues with respect to GWG DLP and the Titling Trust.
Opinion of Xxxxx. Lord LLP, Texas local counsel for the applicable Loan Parties.
Opinion of Xxxxx. 26 Section 4.22 NO EXISTING DISCUSSIONS...............................................................26 Section 4.23
Opinion of Xxxxx. Xxxxx LLP, counsel for the Companies, in form and substance reasonably acceptable to the Administrative Agent and its counsel. 1 Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.
Opinion of Xxxxx. Xxxxx LLP, counsel for the Companies, in form and substance reasonably acceptable to the Administrative Agent and its counsel. 1 Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel. AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 7, 2017 among TEXAS ROADHOUSE, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, PNC BANK, NATIONAL ASSOCIATION and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC and XXXXX FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Section Page
Opinion of Xxxxx. Xxxxx has delivered to the Company Board its written opinion (or oral opinion to be confirmed in writing), dated as of the date hereof, that, as of such date, the Merger Consideration to be received by holders of the Company Common Stock (other than Parent and its affiliates and the stockholders of the Company party to the Exchange Agreement) pursuant to this Agreement is fair, from a financial point of view, to such holders of the Company Common Stock. A written copy of such opinion will be provided to Parent as soon as practicable after the date hereof. The Company has been authorized by Xxxxx to permit the inclusion of such opinion in its entirety and/or references thereto in the Proxy Statement, provided that the opinion is reproduced therein in full and any such references are in a form reasonably acceptable to Xxxxx and its counsel.
Opinion of Xxxxx. Xxxxxx & Xxxxxx LLP, counsel for the Company and the Guarantors in the State of Colorado.
