Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Dominion Resources Inc /Va/), Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Duke Energy CORP)

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Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxxxxxx Xxxxxxx & Co., Inc. dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., Incorporated (“BofA Xxxxxxx Xxxxx”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.X.X. Xxxxxx Securities LLC (“XX Xxxxxx”), dated as of the date of this Agreement, to the effect that, as of such date, and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of Company Shares. It is agreed and understood that such opinion is for the benefit of the Company Common StockBoard and may not be relied on by Parent or Merger Sub for any purpose.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (American International Group Inc)

Opinion of Financial Advisor. The financial advisor of the Company, X.X. Xxxxxx Securities Inc., has delivered to the Company Board has received the an opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Biosphere Medical Inc), Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Emc Corp)

Opinion of Financial Advisor. The board of directors of the Company Board has received the written opinion of Xxxxxxx, Xxxxx & Co., dated as of X.X. Xxxxxx Securities LLC on or prior to the date of this Agreement, to the effect that, as of the date of such dateopinion, and based upon and subject to the various assumptions and qualifications set forth thereinmatters in the opinion, the Merger Consideration to be received in paid to the Merger by holders of the Company outstanding Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Harland Clarke Holdings Corp)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxx Partners LLC (the “Advisor”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion opinions of Xxxxxxx, Xxxxx Sachs & Co., Co. and Xxxxxx Xxxxxxx & Co. Incorporated dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McClatchy Co), Agreement and Plan of Merger (Knight Ridder Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co., dated as of the date of this AgreementCo. LLC, to the effect that, as of the date of such date, opinion and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in paid to the Merger by holders of the shares of Company Common Stock is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxxx, Xxxxx Xxxxxx & Co.Xxxxxxxx Securities Corporation, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Niagara Mohawk Power Corp /Ny/), Agreement and Plan of Merger (National Grid Group PLC)

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Xxxxxxx, Xxxxx & Co.Co. and Lazard Frères & Co. LLC, in each case, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in paid to the Merger by holders (other than Parent and any of its Affiliates) of the Company Common Stock pursuant to this Agreement is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Washington Gas Light Co)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of XxxxxxxMorgxx Xxxnxxx & Xo. Incorporated to the effect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Merger Ratio is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transocean Sedco Forex Inc), Agreement and Plan of Merger (R&b Falcon Corp)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx & Co., Incorporated (“BofA Xxxxxxx Xxxxx”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Co., dated as of the date of this Agreement, Xxxxxxx LLC to the effect that, as of such that date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock is fair from a financial point of view view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to the holders of the Company Common StocknStor.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Andataco Inc)

Opinion of Financial Advisor. The Review Committee and the Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co.Company, L.L.C., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such datethe date hereof, and based upon and subject to the various factors and assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Stock, in the aggregate, is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Commerce Bancorp Inc /Nj/)

Opinion of Financial Advisor. The Board of Directors of the ---------------------------- Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Zxxxx & Co.Co LLP and Mxxxxx Sxxxxxx & Co. LLC, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dresser-Rand Group Inc.)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., dated as of the date of this Agreement, Incorporated to the effect that, as of such date, the date hereof and based upon and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration consideration to be received by the holders of Company Common Stock in the Merger by holders of the Company Common Stock is fair from a financial point of view view, to such holders, a true and complete signed copy of which opinion will be made available to Parent for information purposes only promptly following the holders date of the Company Common Stockthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Igate Corp)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chiquita Brands International Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxxx and Xxxxxxx, Xxxxx & Co.P.C., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger by the holders of the Company Common Stock is fair to the holders of Company Common Stock from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

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

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.X.X. Xxxxxx Securities Inc., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair Shares from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Betzdearborn Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Co LLP and Xxxxxx Xxxxxxx & Co. LLC, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxx Xxxxx, Xxxxx & Co.Inc., dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock (other than holders of any Excluded Shares and Appraisal Shares) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hill International, Inc.)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxHxxxxxxx Lxxxx, Xxxxx & Co.Inc., dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock (other than holders of any Excluded Shares and Appraisal Shares) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hill International, Inc.)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, each of Xxxxxxx Xxxxx & Co.Co. and X.X. Xxxxxx Securities Inc., in each case dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Goodman Global Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dow Chemical Co /De/)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement the opinion of XX Xxxxxx to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.Stock (other than Parent and its Affiliates). As used herein, (i) "

Appears in 1 contract

Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc)

Opinion of Financial Advisor. The Company Board has received the written opinion of XxxxxxxXxxx Xxxxx dated the date of this Agreement to the effect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock and Company Preferred Stock, other than holders of Rollover Shares, is fair to such holders from a financial point of view to the holders view, and a copy of the Company Common Stocksigned opinion has been provided to Buyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Morxxx Xxaxxxx & Co., Co. LLC dated as of the date of the Company Board approved this Agreement, to the effect that, as of such date, date and subject to the various assumptions certain assumptions, qualifications, limitations and qualifications other matters set forth thereinin such opinion, the Merger Consideration to be received by the holders of Company Common Stock (other than Acquiror and its Affiliates) in the Merger by holders of the Company Common Stock pursuant to this Agreement is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

Samples: Transaction Agreement (Chicago Bridge & Iron Co N V)

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Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co., Co. LLC dated as of the date of the Company Board approved this Agreement, to the effect that, as of such date, date and subject to the various assumptions certain assumptions, qualifications, limitations and qualifications other matters set forth thereinin such opinion, the Merger Consideration to be received by the holders of Company Common Stock (other than Acquiror and its Affiliates) in the Merger by holders of the Company Common Stock pursuant to this Agreement is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

Samples: Transaction Agreement (Shaw Group Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co.Co. LLC, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common StockShares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Assurant Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Mxxxxxx Lxxxx International, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Samsonite Corp/Fl)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., Xxxxxxxx Inc. dated as of the date of this Agreementthe meeting of the Company Board referenced in Section 3.21 above, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in by the Merger by holders of the Company Common Stock pursuant to Section 2.1 is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx D.X. Xxxxxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the shares of Company Common Stock and the holders of shares of each class of Company Preferred Stock is fair to each such holder from a financial point of view view, a signed copy of which opinion has been delivered to the holders of the Company Common StockWintrust.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Financial Shares Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxx, Xxxxx Xxxxxxxx & Co.Xxxxx, Inc., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (People's United Financial, Inc.)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxx, Xxxxx Xxxxxxxx & Co.Xxxxx, Inc., dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common StockShares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nymagic Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of on or about the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cavendish Acquisition Corp)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxDxxxxxxxx, Xxxxx Lxxxxx & Co.Jxxxxxxx Securities Corporation, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Grid Group PLC)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Morgxx Xxxnxxx & Co., Xo. Incorporated dated as of the date of this 18 24 Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common StockStock (other than Acquiror and its Affiliates).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Irvine Co Et Al)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx X.X. Xxxxxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such that date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger or pursuant to the Stock Purchase Agreement by the holders of the Company Common Stock is fair from a financial point of view view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to the holders of the Company Common StockCompuCom.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compucom Systems Inc)

Opinion of Financial Advisor. The Company Board has received from the opinion of XxxxxxxCompany’s financial advisor, Xxxxx Duff & Co.Pxxxxx, an opinion, dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions matters and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by the holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders such holders. A signed copy of the Company Common Stocksuch opinion shall be delivered to Merger Corp as soon as practicable for information purposes only.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Investment Managers Inc.)

Opinion of Financial Advisor. The On or prior to the date hereof, the Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co.Associates, dated as of Inc., financial advisor to the date of this AgreementCompany Board, to the effect that, as of the date of such date, and subject to the various assumptions and qualifications set forth thereinopinion, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the outstanding shares of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Physicians Capital Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities LLC dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received by the Company’s stockholders in the Offer and the Merger by holders of the Company Common Stock is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lincare Holdings Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sxxxx & Co., dated as of on or about the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chiquita Brands International Inc)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, each of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx & Co., Inc., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the shares of Company Common Stock pursuant to the Merger is fair from a financial point of view to the holders of the Company Common Stocksuch shares (other than certain affiliated entities).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tribune Co)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fiserv Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxMerrxxx Xxxch, Xxxxx Pierce, Fennxx & Co., dated as of the date of this AgreementXmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock pursuant to the transactions contemplated by this Agreement is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oneok Inc /New/)

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rohm & Haas Co)

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