DLJ Fairness Opinion definition

DLJ Fairness Opinion shall have the meaning set forth in Section 4.06.
Sample 1
DLJ Fairness Opinion means the written opinion dated August 28, 2000 from DLJ delivered to the Board of Directors in connection with the Amalgamation, a copy of which is attached as Appendix C to this Circular.
Sample 1

Examples of DLJ Fairness Opinion in a sentence

  • The Company has been authorized by DLJ to permit, subject to the prior review and consent by DLJ (such consent not to be unreasonably withheld), the inclusion of the DLJ Fairness Opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9.

  • The Company represents and warrants that the Board of Directors has received the written opinion (the "DLJ Fairness Opinion") of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), stating that as of the date of such opinion, the proposed consideration to be received by the holders of shares of Company Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view.

  • The Company shall use its reasonable best efforts to obtain an update and re-issue of the DLJ Fairness Opinion at the time of mailing of the Company Proxy Statement.

  • The Company's Board of Directors has received from DLJ, a written opinion ("DLJ Fairness Opinion"), dated the date of this Agreement, to the effect that the consideration to be paid by Parent in the Merger is fair to the stockholders of the Company from a financial point of view.

  • Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ") has delivered to the THCR Special Committee its opinion, dated January 8, 1996 (the "DLJ Fairness Opinion"), that the aggregate consideration to be paid by THCR pursuant to the transactions contemplated by this Merger Agreement, is fair, from a financial point of view, to THCR.

Related to DLJ 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.

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

  • 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 Advisors has the meaning set forth in Section 4.26.

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

  • Financial Adviser means any:

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

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

  • 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.

  • 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.

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

  • 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.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Jefferies means Jefferies Finance LLC.

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

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

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • 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.

  • Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.

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

  • Goldman means Xxxxxxx, Sachs & Co.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.