REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS Sample Clauses

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. The following information (other than the information concerning us, our Parent, STC and Schlumberger) has been provided to us by Convergent: PURSUANT TO AN ENGAGEMENT LETTER DATED SEPTEMBER 15, 2000, CONVERGENT RETAINED XXXXXX XXXXXXX TO PROVIDE IT WITH FINANCIAL ADVISORY SERVICES IN CONNECTION WITH A POSSIBLE STRATEGIC BUSINESS COMBINATION WITH STC. XXXXXX XXXXXXX WAS SELECTED TO ACT AS THE SPECIAL COMMITTEE'S FINANCIAL ADVISOR BASED ON XXXXXX XXXXXXX'X QUALIFICATIONS, EXPERTISE AND REPUTATION, AND ITS KNOWLEDGE OF THE BUSINESS AND AFFAIRS OF CONVERGENT. AT THE MEETING OF THE SPECIAL COMMITTEE ON OCTOBER 13, 2000, XXXXXX XXXXXXX DELIVERED AN ORAL OPINION, SUBSEQUENTLY CONFIRMED IN WRITING, TO THE EFFECT THAT, AS OF OCTOBER 13, 2000, AND SUBJECT TO AND BASED UPON THE VARIOUS CONSIDERATIONS SET FORTH IN ITS OPINION, THE CASH CONSIDERATION TO BE RECEIVED BY CONVERGENT STOCKHOLDERS IN OUR OFFER AND THE MERGER PURSUANT TO THE MERGER AGREEMENT WAS FAIR, FROM A FINANCIAL POINT OF VIEW, TO THOSE HOLDERS. PLEASE NOTE THAT THE XXXXXX XXXXXXX OPINION SPEAKS AS OF THE DATE IT WAS ISSUED AND THE OCTOBER 13, 2000 OPINION WILL NOT BE UPDATED. THE FULL TEXT OF THE WRITTEN OPINION OF XXXXXX XXXXXXX, DATED OCTOBER 13, 2000, IS ATTACHED AS ANNEX A TO THIS DOCUMENT AND SETS FORTH THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY XXXXXX XXXXXXX IN RENDERING ITS OPINION. CONVERGENT'S STOCKHOLDERS ARE URGED TO, AND SHOULD, READ THE OPINION CAREFULLY AND IN ITS ENTIRETY. XXXXXX XXXXXXX'X OPINION, DATED OCTOBER 13, 2000, WAS DIRECTED TO THE SPECIAL COMMITTEE AND ADDRESSED ONLY THE FAIRNESS OF THE CASH CONSIDERATION TO BE RECEIVED BY CONVERGENT STOCKHOLDERS PURSUANT TO THE MERGER AGREEMENT FROM A FINANCIAL POINT OF VIEW AS OF THE DATE OF THE OPINION. IT DOES NOT ADDRESS ANY OTHER ASPECT OF THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY CONVERGENT STOCKHOLDER TO TAKE ANY SPECIFIC ACTION WITH RESPECT TO THE TENDER OFFER. THE SUMMARY OF THE OPINION OF XXXXXX XXXXXXX SET FORTH IN THIS DOCUMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS OPINION. In connection with rendering its opinion, Xxxxxx Xxxxxxx, among other things: - Reviewed certain publicly available financial statements and other information concerning Convergent; - Reviewed certain financial statements and other information concerning STC; - Reviewed certain internal financial statements and other financial and operating ...
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Related to REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

  • Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • Reports; Regulatory Matters (a) MDLY and each of its Subsidiaries have timely filed all reports, registration statements and certifications, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (i) the SEC, (ii) the NYSE, and (iii) any other applicable SRO or Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2014, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any SRO or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations of MDLY and its Subsidiaries conducted by a SRO or Governmental Entity in the ordinary course of the business, no SRO or Governmental Entity has initiated since December 31, 2014 or has pending any proceeding, enforcement action or, to the knowledge of MDLY, investigation into the business, disclosures or operations of MDLY or any of its Subsidiaries. Since December 31, 2014, no SRO or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of MDLY, investigation into the business, disclosures or operations of MDLY or any of its Subsidiaries. There is no unresolved, or, to MDLY’s knowledge, threatened criticism, comment, exception or stop order by any SRO or Governmental Entity with respect to any report or statement relating to any examinations or inspections of MDLY or any of its Subsidiaries. Since December 31, 2014, there have been no formal or informal inquiries by, or disagreements or disputes with, any SRO or Governmental Entity with respect to the business, operations, policies or procedures of MDLY or any of its Subsidiaries (other than normal examinations conducted by a SRO or Governmental Entity in MDLY’s ordinary course of business). MDLY has made available to SIC all correspondence between MDLY or any of its Subsidiaries and the SEC, the NYSE and any other SRO or Governmental Entity since December 31, 2014.

  • Financial Statements; Accountants’ Reports; Other Information The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the following:

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Budgets, Forecasts, Other Reports and Information Promptly upon their becoming available to the Borrower:

  • NOTIFICATIONS AND SUBMISSION OF REPORTS Unless otherwise stated in writing after the Effective Date, all notifications and reports required under this CIA shall be submitted to the following entities: OIG: Administrative and Civil Remedies Branch Office of Counsel to the Inspector General Office of Inspector General U.S. Department of Health and Human Services Xxxxx Building, Room 5527 000 Xxxxxxxxxxxx Xxxxxx, X.X. Washington, DC 20201 Telephone: 000.000.0000 Facsimile: 202.205.0604 GSK: Xxxxxxx X. Xxxx Vice President & Compliance Officer North America Pharmaceuticals GlaxoSmithKline Three Franklin Plaza 000 X. 00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 Telephone: 000.000.0000 Facsimile: 215.751.7547 Unless otherwise specified, all notifications and reports required by this CIA may be made by certified mail, overnight mail, hand delivery, or other means, provided that there is proof that such notification was received. For purposes of this requirement, internal facsimile confirmation sheets do not constitute proof of receipt. Upon request by OIG, GSK may be required to provide OIG with an electronic copy of each notification or report required by this CIA in searchable portable document format (pdf), either instead of or in addition to, a paper copy.

  • COPIES OF REGULATORY REPORTS AND FILINGS Upon reasonable request, Competitive Supplier shall provide to the Town a copy of each public periodic or incident-related report or record relating to this ESA which it files with any Massachusetts or federal agency regulating rates, service, compliance with environmental laws, or compliance with affirmative action and equal opportunity requirements, unless the Competitive Supplier is required by law or regulation to keep such reports confidential. The Town shall treat any reports and/or filings received from Competitive Supplier as confidential information subject to the terms of Article 16. Competitive Supplier shall be reimbursed its reasonable costs of providing such copies.

  • Compliance Certificates and Opinions, etc (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

  • Annual Independent Public Accountants’ Reports (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2024, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

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