Opinions of Financial Advisor. The Mondavi Board has received (a) the written opinion of Citigroup Global Markets Inc., Mondavi's financial advisor, dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, the Class A Merger Consideration to be received by the Mondavi Class A Shareholders pursuant to this Agreement is fair to the Mondavi Class A Shareholders from a financial point of view, and (b) the written opinion of Evercore Group Inc., Mondavi's financial advisor, dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, the Class B Merger Consideration to be received by the Mondavi Class B Shareholders pursuant to this Agreement is fair to the Mondavi Class B Shareholders from a financial point of view. Mondavi shall provide complete and correct signed copies of such opinions to Constellation as soon as practicable after the date of this Agreement, and such opinions have not been withdrawn or revoked or otherwise modified in any material respect. Mondavi has received the consent of Citigroup Global Markets Inc. and Evercore Group Inc. to include such written opinions in the Proxy Statement.
Opinions of Financial Advisor. The Company has received the opinion of Xxxxxxxx Inc. and Bear, Xxxxxxx & Co. Inc., dated the date hereof, to the effect that, as of such dates, the Merger Consideration is fair from a financial point of view to the stockholders of the Company.
Opinions of Financial Advisor. The Company has received the opinion of Goldman Sachs, dated the date hereof, to the effect that, as ox xxxx dxxx, the aggregate Merger Consideration is fair from a financial point of view to the stockholders of the Company.
Opinions of Financial Advisor. The WWE Board (in such capacity) has received (a) the opinion of Raine Securities LLC (“Raine”) as a financial advisor to WWE, to the effect that, as of the date of such opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, and taking into account the consummation of the Transactions contemplated by this Agreement, the aggregate Merger Consideration to be paid to the holders of Shares (other than Excluded Shares) pursuant to this Agreement is fair from a financial point of view to such holders, (b) the opinion of X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), as a financial advisor to WWE, to the effect that, as of the date of such opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the WWE Transfer Consideration to be received by New PubCo in the WWE Transfer is fair, from a financial point of view, to New PubCo and (c) the opinion of Moelis & Company LLC (“Moelis”, together with Xxxxx and X.X. Xxxxxx, the “WWE Financial Advisors”), as a financial advisor to WWE, to the effect that, as of the date of such opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the exchange ratio specified therein is fair from a financial point of view to New PubCo. WWE shall provide a copy of such written opinions to EDR solely for informational purposes promptly after receipt thereof by the WWE Board.
Opinions of Financial Advisor. The Company has received an opinion of Allex & Xompany Incorporated to the effect that, as of the date hereof, the consideration to be received by the holders of Shares, Options and Warrants of the Company pursuant to the Offer and the Merger is fair to such holders from a financial point of view.
Opinions of Financial Advisor. The board of directors of the Company has received an opinion of Duff & Xxxxxx, LLC, dated the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the consideration to be received by the Company’s shareholders in the Merger for the Shares, which does not include the Principal Shareholder Shares (which shall be purchased by Parent immediately prior to the Merger and cancelled in the Merger), is fair to such holders from a financial point of view. The board of directors of the Company has received a solvency opinion of Duff & Xxxxxx, LLC, dated the date of this Agreement, to the effect that after giving effect to the Contingent Dividend: (i) the fair valuation and present fair saleable value of the Company’s assets will exceed its liabilities, including all contingent and other liabilities; (ii) the Company will not have an unreasonably small amount of capital for the businesses in which it is engaged or in which Company management has indicated it intends to engage; and (iii) the Company will be able to pay its debts and liabilities, including (A) all Liabilities contingent or otherwise, as they mature and become due, and (B) all debts as they become due in the usual course of the Company’s business.
Opinions of Financial Advisor. Parent has received the written opinion of SOP dated the date hereof, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to the stockholders of Parent (the “SOP Opinion”) and SOP has consented to the inclusion of the SOP Fairness Opinion in the Form S-4.
Opinions of Financial Advisor. The Company has received the opinion of the Financial Advisor to the effect that, as of the date of this Agreement and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Merger to the holders of the shares of Company Common Stock is fair, from a financial view, to such holders.
Opinions of Financial Advisor. XX XXXXXXX, L.P. (the “Company Financial Advisor”) has delivered to the Special Committee its written opinion to the effect that, as of the date of this Agreement, and subject to the various limitations, assumptions, factors and matters set forth therein, the Merger Consideration is fair to the stockholders of the Company (other than Parent, Merger Sub and their Affiliates), from a financial point of view.
Opinions of Financial Advisor. Company has received the written opinion of Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) dated the date hereof, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to the stockholders of Company (the “KBW Fairness Opinion”) and KBW has consented to the inclusion of the KBW Fairness Opinion in the Form S-4.
