Draft Fairness Opinion definition
Draft Fairness Opinion means a draft opinion prepared by the Seller ESOP Trustee Independent Financial Advisor as of the date hereof to the effect that: (a) the consideration to be received by the Seller ESOP Trust hereunder for the Shares is not less than the fair market value (as such term is used in determining “adequate consideration” under Section 3(18) of ERISA) of such Shares and (b) the terms of the transactions contemplated under the Transaction Documents, taken as a whole, are fair to the Seller ESOP from a financial point of view.