Semeniuk Fairness Opinion definition

Semeniuk Fairness Opinion means the fairness opinion dated March 31, 2011 as prepared for Prophecy by Stephen W. Semeniuk, B. Comm, MBA, CFA, a copy of which is attached as Schedule “F” to this Circular.
Sample 1

Examples of Semeniuk Fairness Opinion in a sentence

  • Based upon the information and procedures and subject to the assumptions and limitations described in the Semeniuk Fairness Opinion Semeniuk has concluded that the terms of the Arrangement are fair, from a financial point of view, to the Prophecy Shareholders.

  • On February 14, 2011, the PCY Special Committee reviewed the Semeniuk Fairness Opinion and recommended to the PCY Board that it approve the Arrangement and Acquisition as amended.

  • On April 1, 2011 the Prophecy Board met to review the terms of the Arrangement as they had developed to that time, reviewed the Semeniuk Fairness Opinion and the draft Arrangement Agreement.

  • The Semeniuk Fairness Opinion addresses only the fairness of consideration under the Arrangement from a financial point of view and is not and should not be construed as a valuation of Prophecy or PCNC or any of their respective assets or securities or a recommendation to any Prophecy Shareholder as to whether to vote in favour of the Arrangement Resolution.

  • On March 31, 2011, Semeniuk delivered the Semeniuk Fairness Opinion, which concludes that, based upon and subject to the factors referred to therein, as of March 31, 2011, the issuance of 450,000,000 PCNC Shares in consideration of the Nickel Assets pursuant to the Arrangement is fair from a financial point of view to Prophecy and the Prophecy Securityholders.

  • The Prophecy Board concur with the views expressed in the Semeniuk Fairness Opinion and such views were an important consideration in its decision to enter into the Arrangement Agreement and proceed with the Arrangement.

  • The complete text of the Semeniuk Fairness Opinion, which sets forth the assumptions made, matters considered and limitations on the review undertaken in connection with the opinion is attached to this Circular as Schedule “F”.

  • Prophecy Shareholders are urged to, and should, read the Semeniuk Fairness Opinion in its entirety.

  • Semeniuk was paid a fee upon delivery of the Semeniuk Fairness Opinion to the Prophecy Board.

Related to Semeniuk 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.

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

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

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

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

  • Financial Adviser means any:

  • 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.

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

  • Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

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

  • Company Shareholder Meeting has the meaning set forth in Section 5.2(a).

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

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

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

  • Company Interim Financial Statements has the meaning specified in Section 4.08(a).

  • 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.

  • 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.

  • Jefferies means Jefferies Finance LLC.

  • 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.

  • 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.