Tahoe Fairness Opinion definition

Tahoe Fairness Opinion means the opinions of each of the Financial Advisors to Tahoe to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration under the Arrangement is fair, from a financial point of view, to the shareholders of Tahoe;
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Examples of Tahoe Fairness Opinion in a sentence

  • The Tahoe Board has received the Tahoe Fairness Opinion in oral form from one of the Fairness Advisors, which opinion has not been modified, amended, qualified or withdrawn.

  • A true and complete copy of the written Tahoe Fairness Opinion will be provided by Tahoe to Rio Alto promptly following delivery by one of the Financial Advisors to Tahoe.

  • A true and complete copy of the Tahoe Fairness Opinion will be provided by Tahoe to Lake Shore promptly following delivery by the Financial Advisor to Tahoe.

  • The Tahoe Board has received the Tahoe Fairness Opinion in oral form from the Financial Advisor to Tahoe, which opinion has not been modified, amended, qualified or withdrawn.

  • Subject to the terms of their respective engagements, each of Trinity and BMO Capital Markets has consented to the inclusion in this Tahoe Circular of its respective Tahoe Fairness Opinion in its entirety, together with the summary herein and other information relating to Trinity and BMO Capital Markets, respectively, and its respective Tahoe Fairness Opinion.

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

  • Financial Adviser means any:

  • 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.

  • 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.

  • 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 means the Board of Directors of the Company.

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

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • 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.

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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.

  • Jefferies means Jefferies Finance LLC.

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

  • Broker Price Opinion means an estimate or analysis of the

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.