Valuation Opinion. Based upon and subject to the foregoing, including other matters as we considered relevant, PwC is of the opinion that, as of December 31, 2009, the fair market value of Optimal shares is in the range of $2.01 to $2.55 per share.
Valuation Opinion. Prior to the First Closing Date, MOPI will at its own expense eqnugaaligfieeda independent business valuator to prepare a fairness opinion, and if considered necessary a valuation report, the board of directors of MOinPcI onnection with its recommendation to MOPI Shareholders in obtaining the MOPI Shareholder App□ro□va□lVaWlu□atKio□n□H.□´□□□□³
Valuation Opinion. The Trustee has received an opinion of Marsxxxx & Xtevxxx xxxed as of the date of this Agreement to the effect that (a) the consideration to be received by the Trust in exchange for the IDG Shares is no less than the fair market value, within the meaning of Section
Valuation Opinion. The Sellers shall promptly engage CIBC or another nationally recognized investment banking firm to perform a valuation of the Transferred Assets and to prepare and deliver a written opinion, to be addressed to the Sellers, as to whether the consideration to be paid by Purchaser pursuant to this Agreement represents the receipt by the Sellers of reasonably equivalent value for the Transferred Assets and is otherwise fair to the Sellers and their Affiliates from a financial point of view (the "Valuation Opinion"). The investment banking firm engaged by the Sellers shall be instructed to perform such valuation and deliver such opinion as promptly as practicable. The Sellers shall pay all fees and expenses of the investment banking firm in connection with such engagement.
Valuation Opinion. The Seller shall have received, at its sole cost and expense, the opinion of a business valuation expert reasonably satisfactory to the Purchaser, dated the Closing Date, addressed to the Purchaser and reasonably satisfactory as to form and content to the Purchaser to the effect that Seller has received reasonably equivalent value in exchange for the transfer of the Purchased Assets and the Seller shall have delivered such opinion to the Purchaser.
Valuation Opinion. Seller shall have received a valuation opinion from a financial advisor providing for an estimate of the range of fair market value of the Acquired Assets and such opinion shall be in effect as of the Closing and the highest estimate of such range shall be no greater than the total consideration paid or provided to Seller hereunder.
Valuation Opinion. 6.1(i) Welfare Plans...................................... 8.17(b) ARTICLE 2 THE MERGER ----------
Valuation Opinion. The parties acknowledge that Purchaser has retained Houlihan, Lokey, Hxxxxx & Zxxxx, Inc. to deliver a valuation opinion as to the Per-Share Fair Market Value on the Closing Date (the “Valuation Opinion”). The parties hereto agree to use, if available when required, the amount of the Per-Share Fair Market Value derived therefrom for all Tax purposes relating to the transactions under this Agreement which are dependent upon the DAL:0506861/00010:1931463v15 fair market value of the Company’s common stock including, but not limited to, the calculation of the amount of the fair market value of Shares received upon the exercise of Company Options prior to Closing. Nothing herein shall obligate Purchaser to share the entirety of the Valuation Opinion (other than the result thereof) with Sellers or the Company. Notwithstanding the foregoing, in the event that prior to the Valuation Opinion becoming available, the Company obtains the Parachute Payment Approval, the Company shall clearly advise all stockholders approving such Parachute Payment Approval that (i) the Valuation Opinion is forthcoming, (ii) the Per-Share Fair Market Value derived therefrom may be materially different from the fair market value being used in connection with the Parachute Payment Approval and (iii) the Per-Share Fair Market Value will ultimately be dispositive in respect of the payments approved by such Parachute Payment Approval.
Valuation Opinion. Prior to Closing, Purchaser shall have commissioned a nationally recognized valuation firm to provide an estimate of the value of the Purchased Assets. Purchaser shall pay for the Valuation Opinion up to a maximum of $20,000. In the event that Closing does not occur, the Valuation Opinion shall remain the property of Purchaser, and in the event that Seller enters into negotiations with any third parties within 120 days of the lapse of the Exclusivity Period set forth in the Letter of Intent, Seller shall purchase the Valuation Opinion from Purchaser at cost.
Valuation Opinion. Zoi shall have received an appraisal of the real property holdings of the Company dated within 90 days of the Effective Time.
