ESOP Fairness Opinion definition

ESOP Fairness Opinion means a fairness opinion, dated as of the Closing Date, given to the ESOP Trustee from a financial advisor which is an “independent appraiser” (within the meaning of Section 401(a)(28)(C) of the Code) stating that (i) the consideration to be received by the ESOT for the ESOP Shares pursuant to the transactions contemplated by this Agreement is not less than “fair market value” (as such term is used in determining “adequate consideration” in accordance with Section 3(18)(B) of ERISA); and (ii) that the terms and conditions of the transactions contemplated by this Agreement, taken as a whole, are fair to the ESOT from a financial point of view.
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ESOP Fairness Opinion means an opinion of the ESOP Financial Advisor, to the effect that (i) the consideration to be paid to the ESOP Fiduciary, on behalf of the ESOP, in connection with the transactions contemplated by this Agreement is not less than adequate consideration (as defined in Section 3(18) of ERISA) and (ii) the transactions contemplated by this Agreement are fair to the ESOP from a financial point of view.
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ESOP Fairness Opinion means an opinion of the ESOP Independent Appraiser to the effect that, as of the date of such opinion, (a) the consideration to be paid to the ESOP for the ESOP Shares is not less than the fair market value of such ESOP Shares and (b) the terms of and the transactions contemplated by this Agreement, taken as a whole, are fair to the ESOP from a financial point of view.
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Examples of ESOP Fairness Opinion in a sentence

  • The firms who failed to attain pass mark shall get back their financial bids unopened.


More Definitions of ESOP Fairness Opinion

ESOP Fairness Opinion means an opinion given to the ESOP Trustee by the ESOP Trustee’s Independent Financial Advisor to the effect that (a) the purchase price to be received by the ESOP Trust for the ESOP Shares held by the ESOP Trust and sold by the ESOP Trust pursuant to this Agreement 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 ESOP Shares as of the Closing Date, and (b) 96760364_21 the terms of the Contemplated Transactions, taken as a whole, are fair and reasonable to the ESOP Trust from a financial point of view
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Related to ESOP Fairness Opinion

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

  • Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

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

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

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

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

  • 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.

  • 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.

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

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

  • 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 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.

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

  • 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.

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

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

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

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

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

  • Financial Adviser means any:

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).