Clarus Fairness Opinion definition

Clarus Fairness Opinion means the written fairness opinion of Clarus dated May 10, 2017.
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Examples of Clarus Fairness Opinion in a sentence

  • The Clarus Fairness Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should vote in respect of the Arrangement Resolution.

  • The Clarus Fairness Opinion has been prepared as of May 10, 2017 for the exclusive use of the Board and the Special Committee and for inclusion in the Information Circular.

  • The full text of the Clarus Fairness Opinion setting out the assumptions made and limitations and qualifications of the review undertaking by Clarus in connection with the Clarus Fairness Opinion is attached as Appendix E to the Information Circular, the “Clarus Fairness Opinion”.

  • Except as a financial advisor to the Board and the Special Committee in regard to the Clarus Fairness Opinion, neither Clarus nor any of its associates or affiliates is an advisor to any of Merus, Norgine or any of their respective associates or affiliates with respect to the Arrangement.

  • Clarus Fairness Opinion Based upon and subject to the foregoing, and the assumptions, qualifications and limitations set out in the Clarus Fairness Opinion, Clarus is of the opinion that, as of May 10, 2017, the Consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders.

  • General Assumptions and Limitations The Clarus Fairness Opinion was provided for the exclusive use of the Board and the Special Committee and may not be used or relied upon by any other person.

  • As explained above, the fees paid to Clarus in connection with the Clarus Fairness Opinion are not contingent on the conclusions reached in the Clarus Fairness Opinion or upon the consummation of the Arrangement.

  • With respect to fees for the engagement, Clarus received a fee of $30,000 that was payable upon the execution of the May 8, 2017 engagement agreement and a completion fee of $120,000 that was payable upon delivery to the Board and the Special Committee of the Clarus Fairness Opinion.

  • Fairness Opinion The following is only a summary of the Clarus Fairness Opinion and is qualified in its entirety by the full text of the Clarus Fairness Opinion, a copy of which is attached hereto as Appendix E and forms part of the Information Circular.

  • Approach to Fairness and Analysis Clarus performed various analyses in connection with rendering its opinion, including, (i) precedent change of control premiums on share price analysis, (ii) precedent change of control earnings multiple analysis and (iii) discounted cash flow analysis (each as described in detail in the full text of the Clarus Fairness Opinion attached hereto as Appendix E).

Related to Clarus Fairness Opinion

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

  • Financial Advisor has the meaning set forth in Section 3.6.

  • Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

  • Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.

  • Financial Advisors has the meaning set forth in Section 4.26.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Jefferies means Jefferies Finance LLC.

  • Financial Adviser means any:

  • Company Board means the Board of Directors of the Company.

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Board Recommendation has the meaning ascribed thereto in Section 2.4(2).

  • Company Recommendation has the meaning set forth in Section 5.3(b).

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Disclosure Representative means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

  • Independent Financial Consultant means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: