Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received an opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A copy of such opinion has been provided to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exel LTD), Agreement and Plan of Merger (Nac Re Corp)

AutoNDA by SimpleDocs

Opinion of Financial Advisor. The Company has received an opinion from been advised by its financial advisor, Xxxxxx XxxxxxxXxxxxxx & Co. Incorporated, dated the date hereof, to the effect thatthat in its opinion, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to the holders of shares of Company Common Stock from a financial point of view, and Company shall provide to Parent a copy of the holders of Company Common Stock. A copy written confirmation of such opinion has been provided to Parentas soon as available.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received an the opinion from of X.X. Xxxxxx Xxxxxxx, dated the date hereof, Securities Inc. to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A The Company shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of such said opinion has been provided to ParentParent solely for informational purposes.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)

Opinion of Financial Advisor. The Company has received an opinion from of Xxxxxx XxxxxxxCapital Securities, dated LLC, financial advisor to the date hereofCompany, to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, from a financial point of view, to the holders of the Company Common Stock. A written copy of such opinion has been provided will be furnished, for informational purposes, to ParentParent as promptly as practicable following the receipt thereof by the Company. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enventis Corp), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Opinion of Financial Advisor. The Company Board has received an opinion from Xxxxxx Xxxxxxx, dated the date hereof, Company Financial Advisor to the effect that, as of the date of such dateopinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Exchange Ratio is in the Merger was fair, from a financial point of view, to the holders of shares of Company Common Stock. A Promptly after the execution of this Agreement, the Company will furnish Parent, solely for informational purposes, a correct and complete copy of such the written opinion has been provided to Parentof the Company Financial Advisor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Berkeley Lights, Inc.), Agreement and Plan of Merger (IsoPlexis Corp)

Opinion of Financial Advisor. The Company has received an the written opinion from Xxxxxx Xxxxxxx, dated of the date hereof, Company Financial Advisors to the effect that, in its opinion, as of such datethe date hereof, the Exchange Ratio to be used in the Merger is fair, fair to such stockholders of the Company from a financial point of view, to and the holders of Company Common Stock. A copy has provided copies of such opinion has been provided to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)

Opinion of Financial Advisor. The Company has received from a financial advisor satisfactory to the Company's Board of Directors, an opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of such datethe date hereof, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common StockCompany's stockholders. A Such opinion (a copy of such opinion which has been provided delivered to Parent) has not been withdrawn, revoked or modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mariner Health Group Inc), Agreement and Plan of Merger (Paragon Health Network Inc)

Opinion of Financial Advisor. The Company has received an the opinion from Xxxxxx Xxxxxxxof Xxxxxxxxx Xxxxxxxx, dated the date hereof, Inc. to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, was fair from a financial point of view, view to the holders of Company Common Stock. A copy Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been provided to Parentwithdrawn.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Datum Inc)

Opinion of Financial Advisor. The Company has received an the opinion from Xxxxxx Xxxxxxxof its financial advisor, Goldman, which opinion will be delivered in written form dated the date hereofof this Agreement, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A The Company will provide a copy of this opinion to Parent solely for informational purposes promptly following the date of this Agreement and, as of the date of this Agreement, such opinion has not been provided to Parentwithdrawn, revoked or otherwise modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Mylan Laboratories Inc)

Opinion of Financial Advisor. The Company has received an the written opinion from Xxxxxx Xxxxxxx, dated of the date hereof, Company Financial Advisors to the effect that, in its opinion, as of such datethe date hereof, the Exchange Ratio exchange ratio to be used in the Merger is fair, fair to such Stockholders of the Company from a financial point of view, to and the holders of Company Common Stock. A copy has provided copies of such opinion has been provided to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received an the opinion from (the “Company Fairness Opinion”) of X.X. Xxxxxx Xxxxxxx, dated Securities LLC (the date hereof, “Company Financial Advisor”) to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A The Company shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of such opinion has been provided to ParentParent solely for informational purposes.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)

Opinion of Financial Advisor. The Company Board has received an the opinion from Xxxxxx of Xxxxxxx, dated the date hereof, Xxxxx & Co. LLC to the effect that, as of such datethe date thereof and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio is fair, from a financial point of view, to the holders Company Shareholders (other than Parent and its affiliates). The Company shall, promptly following the execution of Company Common Stock. A this Agreement by all Parties, furnish an accurate and complete copy of such said opinion has been provided to ParentParent solely for informational purposes.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Atwood Oceanics Inc), Agreement and Plan of Merger (Ensco PLC)

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxx Xxxxxxx & Co., has delivered to the Company has received an opinion from Xxxxxx Xxxxxxx, dated on or about the date hereof, of this Agreement to the effect that, that as of such date, the Exchange Ratio is fair, from a financial point of view, to the holders stockholders of the Company. The Company Common Stock. A has provided a true, complete and correct copy of such opinion has been provided to Parent. Such opinion has not been withdrawn, revoked or modified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Legato Systems Inc)

Opinion of Financial Advisor. The Company has received an opinion from Xxxxxx Xxxxxxxbeen advised by its financial advisor, dated the date hereofXxxxxxxxxx Securities, to the effect thatInc., that in its opinion, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to the stockholders of the Company from a financial point of view, to the holders of Company Common Stock. A a signed copy of such opinion which has been provided been, or when available promptly will be, delivered to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Double Eagle Petroleum Co), Agreement and Plan of Merger (Petrosearch Energy Corp)

Opinion of Financial Advisor. The Company Board has received an the opinion from of Xxxxxx Xxxxxxx, dated the date hereof, Xxxxxxx & Co. LLC to the effect that, as of the date of such dateopinion and based on and subject to the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common StockStock (other than Parent, Merger Sub and their respective affiliates). A written copy of such opinion has been provided will be delivered, on a non-reliance basis, promptly after the date hereof to ParentParent for informational purposes only.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (APA Corp)

Opinion of Financial Advisor. The Company Board has received an the opinion from Xxxxxx Xxxxxxxof the Company Financial Advisor, dated financial advisor to the date hereofCompany, to the effect that, as of the date hereof, and subject to the assumptions, qualifications and limitations set forth in such dateopinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A copy Stock entitled to receive shares of such opinion has been provided to ParentParent Common Stock in the First Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gulfmark Offshore Inc), Agreement and Plan of Merger (Tidewater Inc)

Opinion of Financial Advisor. The Company has received an opinion from Xxxxxx Xxxxxxxbeen advised by its financial advisor, dated the date hereofX.X. Xxxxxxxxx, to the effect thatTowbin, that in its opinion, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to stockholders of Company from a financial point of view, and Company shall provide to Parent a copy of the holders of Company Common Stock. A copy written confirmation of such opinion has been provided to Parentas soon as available.

Appears in 1 contract

Samples: Agreement and Plan (Telcom Semiconductor Inc)

Opinion of Financial Advisor. The Company has received an the opinion from of Geraxx Xxxxxx Xxxxxxx, dated the date hereof, to Xxxxxxxx xx the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, fair from a financial point of view, view to the holders of Company Common Stock. A copy Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been provided to Parentwithdrawn.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sensory Science Corp)

Opinion of Financial Advisor. The Each Financial Advisor has rendered to the Company has received Board an opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of such datethe date of the opinion and subject to the assumptions and limitations set forth therein, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common StockStock (except Parent, Merger Sub and their respective Affiliates). A true and correct copy of such opinion has been provided will be delivered to ParentMerger Sub solely for informational purposes after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shurgard Storage Centers Inc)

AutoNDA by SimpleDocs

Opinion of Financial Advisor. The Board of Directors of the Company has received an the opinion from Xxxxxx Xxxxxxx, dated the date hereof, of to the effect that, as of such datethe date of this Agreement, the Exchange Ratio is fair, from a financial point of view, to the holders of the Company Common Stock. A copy of ; it being understood and acknowledged by Parent that such opinion has been provided to rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent, its affiliates or their respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baker Hughes Inc)

Opinion of Financial Advisor. The Company Board has received an the opinion from Xxxxxx Xxxxxxxof its financial advisor, Xxxxx and Company, LLC, dated as of the date hereofof this Agreement, to the effect that, in its opinion, as of such date, date the Exchange Ratio is fair, from a financial point of view, to the holders stockholders of the Company Common Stockother than the Company Trust. A The Company has provided, or will provide, a complete and correct copy of such opinion has been provided to ParentParent solely for informational purposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renovis Inc)

Opinion of Financial Advisor. The Company has received an opinion from been advised in writing by its financial advisor, Xxxxxx XxxxxxxXxxxxxx & Co. Incorporated (the "Company Financial Advisor"), dated the date hereof, to the effect thatthat in its opinion, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to the holders of shares of Company Common Stock from a financial point of view, and the Company shall provide to the holders of Company Common Stock. A Parent a copy of such opinion has been provided to Parentpromptly after the date of this Agreement.

Appears in 1 contract

Samples: Exhibit 1 (Agile Software Corp)

Opinion of Financial Advisor. The Board of Directors of the Company has received an the opinion from Xxxxxx Xxxxxxx, dated the date hereof, of Xxxxxxxx Xxxxx to the effect that, subject to various assumptions, qualifications and limitations, as of such date, the 13 Table of Contents date of the opinion the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A The Company shall provide Parent (solely for informational purposes) a true and complete copy of such opinion has been provided to Parentpromptly following the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp)

Opinion of Financial Advisor. The Company has received an the opinion from of Xxxxxx Xxxxxxx, dated the date hereof, Xxxxxxx (a copy of which has been delivered to Parent) to the effect that, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to the holders of Company Common Stock from a financial point of view, to the holders of Company Common Stock. A copy of such opinion has been provided to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nabors Industries Inc)

Opinion of Financial Advisor. The Company’s independent financial advisor (the “Company Financial Advisor”), has received an delivered to the Company Board its written opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Shares electing to receive Parent Voting Common Stock. A Subject to Section 6.6(c), a copy of such that opinion has been provided delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.)

Opinion of Financial Advisor. The Company has received an the opinion from Xxxxxx Xxxxxxxof Prudential Securities Incorporated (the "Company Financial Advisor"), dated the date hereof, to the effect that, as of such date, that the Exchange Ratio is fair, fair to such stockholders from a financial point of view, to the holders of Company Common Stock. A An executed copy of such opinion has been provided will be delivered to ParentParent promptly after it becomes available.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telxon Corp)

Opinion of Financial Advisor. The Txxxxx Wxxxxx Partners LLC (the “Company Financial Advisor”) has received an delivered to the Company Board its written opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of such date, that the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A copy The Company has been authorized by the Company Financial Advisor to permit, subject to prior review and consent by the Company Financial Advisor, the inclusion of such opinion has been provided to Parentin its entirety, and references thereto, in the Joint Proxy/Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pfsweb Inc)

Opinion of Financial Advisor. The Company has received an the opinion from Xxxxxx of Xxxxxxx, dated the date hereof, Sachs & Co. to the effect that, as of such datethe date of this Agreement, the Exchange Ratio is fair, fair to the holders of the Company Common Stock from a financial point of view, to the holders of Company Common Stock. A and a copy of such opinion has been provided been, or promptly upon receipt thereof will be, delivered to Parent; it being understood and acknowledged by Parent and Merger Sub that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not intended to, and may not, be relied upon by Parent, its Affiliates or their respective shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Champion International Corp)

Opinion of Financial Advisor. The Xxxxxx Xxxxxx Partners LLC (the “Company Financial Advisor”) has received an delivered to the Company Board its written opinion from Xxxxxx Xxxxxxx, dated the date hereof, to the effect that, as of such date, that the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A copy The Company has been authorized by the Company Financial Advisor to permit, subject to prior review and consent by the Company Financial Advisor, the inclusion of such opinion has been provided to Parentin its entirety, and references thereto, in the Joint Proxy/Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ecost Com Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received an the opinion from Xxxxxx Xxxxxxx, dated the date hereof, of Xxxxxxxx Xxxxx to the effect that, subject to various assumptions, qualifications and limitations, as of such date, the date of the opinion the Exchange Ratio is fair, from a financial point of view, to the holders of Company Common Stock. A The Company shall provide Parent (solely for informational purposes) a true and complete copy of such opinion has been provided to Parentpromptly following the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Florida Public Utilities Co)

Time is Money Join Law Insider Premium to draft better contracts faster.