Opinion of Financial Advisor definition

Opinion of Financial Advisor. PaineWebber
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Opinion of Financial Advisor of the Merger Agreement is hereby deleted in its entirety and replaced with the following: “3.24
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Opinion of Financial Advisor. The Special Committee has received a written opinion or an oral opinion to be subsequently confirmed in writing from the Committee Financial Advisor to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications, procedures and conditions set forth therein, the Exchange Ratio provided for in the Transaction pursuant to the Agreement is fair to the holders of Company Common Stock (other than the Excluded Persons) from a financial point of view (the “Opinion”). Prior to the execution of Amendment No. 1 to this Agreement, the Special Committee has furnished a draft of the Opinion to the Company Board for use in the connection with its consideration of the Special Committee’s recommendation to the Company Board and its evaluation and approval of a transaction. Promptly after the execution of Amendment No. 1 to this Agreement, the Special Committee will furnish to Parent, solely for informational purposes, a true and complete executed copy of the Opinion.”
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Examples of Opinion of Financial Advisor in a sentence

  • Opinion of Financial Advisor.........................................

  • Ross and Smith as to Fairness of Merger," "SPECIAL FACTORS - Opinion of Financial Advisor" and "SPECIAL FACTORS -- Position of Madison Dearborn as to Fairness of Merger" of the Proxy Statement is incorporated herein by reference.

  • Relative to the mean, the largest estimates from the twin approach imply that a 10 percent increase in birth weight would increase the likelihood of being completely immunized by 0.35 percent.

  • Opinion of Financial Advisor......................................................

  • Opinion of Financial Advisor............................................................

  • In that regard, we hereby consent to the reference to our Opinion Letter under the captions “Summary – Opinion of Financial Advisor to Zillow”, “Background of the Mergers”, “Recommendation of the Zillow Board; Zillow’s Reasons for the Merger”, “Opinion of Financial Advisor to Zillow” and to the inclusion of the Opinion Letter in the Joint Proxy Statement/Prospectus included in the Registration Statement.

  • Fairness Opinion of Financial Advisor Pursuant to a letter agreement dated March 12, 2009, CallWave engaged Seven Hills to act as financial advisor to the independent committee in connection with its consideration of the tender offer and the reverse stock split.

  • For a summary of the Baum & Company opinion, including the procedures followed, the matters considered and the assumptions made by Baum & Company in arriving at its opinion, see "SPECIAL FACTORS -- Opinion of Financial Advisor".

  • Opinion of Financial Advisor to the Special Committee The special committee engaged Barclays Capital on June 16, 2010 to act as its financial advisor with respect to the proposal received from Mr. Commisso.

  • For a description of the opinion that the Navios Midstream Conflicts Committee received from Piper Jaffray see the section entitled “The Merger — Opinion of Financial Advisor to Navios Midstream’s Conflicts Committee” and Annex C.


More Definitions of Opinion of Financial Advisor

Opinion of Financial Advisor. The MLP Conflicts Committee has received the opinion of X.X. Xxxxxx Securities LLC (the “MLP Financial Advisor”), dated as of January 25, 2015, 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 Merger Consideration (as defined in the Agreement and Plan of Merger dated as of January 25, 2015 by and among MLP, MLP GP, Parent, Parent GP and ETE) is fair to the MLP Unaffiliated Unitholders (the “MLP Fairness Opinion”). MLP has been authorized by the MLP Financial Advisor to permit the inclusion of the MLP Fairness Opinion and/or references thereto in the Registration Statement and the Proxy Statement.”
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Related to Opinion of Financial Advisor

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

  • Financial Adviser means any:

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

  • 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.

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

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

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

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

  • 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.

  • Opinion of Independent Counsel means a written opinion of legal counsel issued by someone who is not an employee or consultant of Parent, the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • 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.

  • 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.

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

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Legal Advisor means the officer responsible for providing legal advice to the Standards Committee. This may be the Monitoring Officer, another legally qualified officer of the authority, or someone appointed for this purpose from outside the authority.

  • Deloitte means Deloitte & Touche LLP.

  • Accountants’ Report means the report of a firm of nationally recognized Independent Accountants described in Section 4.11.

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • 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.

  • Legal Adviser means the properly qualified person appointed by the Trust to provide legal advice.

  • KPMG means KPMG LLP.

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

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.