Earthstone Fairness Opinion definition

Earthstone Fairness Opinion means an opinion of SunTrust, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, from a financial point of view, the Exchange Consideration is fair to Earthstone.
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Examples of Earthstone Fairness Opinion in a sentence

  • The Earthstone Board has received the Earthstone Fairness Opinion as of or prior to the date hereof.

  • The Earthstone Special Committee has received the Earthstone Fairness Opinion as of or prior to the date hereof.

Related to Earthstone 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.

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

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

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

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

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

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

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

  • Financial Adviser means any:

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

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

  • Jefferies means Jefferies Finance LLC.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Merger Sub Board means the board of directors of Merger Sub.

  • 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.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.