Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that the consideration to be received by the stockholders of the Company pursuant to the Acquisition is fair to such stockholders from a financial point of view.

Appears in 3 contracts

Samples: Acquisition Agreement (Marriott International Inc), Acquisition Agreement (Marriott International Inc), Acquisition Agreement (Renaissance Hotel Group N V)

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Opinion of Financial Advisor. The Company Board has received an opinion from Xxxxx Fargo Securities, LLC addressed to the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Company Board to the effect that that, as of the consideration date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other factors set forth therein, the Per Share Common Merger Consideration to be received by paid to the stockholders holders of the Company Common Stock pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Arlington Asset Investment Corp.), Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Ellington Financial Inc.)

Opinion of Financial Advisor. The Company Financial Advisor (as defined below) has received rendered to the ---------------------------- Company Board its opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of such opinion, the consideration to be received pursuant to this Agreement by the Company’s stockholders of the Company pursuant to the Acquisition is fair to such stockholders fair, from a financial point of view, to such stockholders, subject to the qualifications and assumptions contained therein.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avis Budget Group, Inc.), Agreement and Plan of Merger (Zipcar Inc)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of the Company pursuant to the Acquisition Offer is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Appears in 3 contracts

Samples: Stock Purchase and Sale Agreement (Janel Corp), Stock Purchase and Sale Agreement (Janel Corp), Stock Purchase and Sale Agreement (Rubicon Technology, Inc.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx Xxxxxxxxxxx & Co. Incorporated Co., Inc., financial advisor to the Company, to the effect that that, as of the consideration date of such opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the Merger Consideration to be received by the stockholders holders of the shares of Company Common Stock (other than Parent or any affiliate of Parent) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc)

Opinion of Financial Advisor. The Financial Advisor has delivered to the Company has received the ---------------------------- Board an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the consideration to be received by the stockholders holders of Shares of Company Common Stock in the Company pursuant to the Acquisition Offer and Merger is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (North American Galvanizing & Coatings Inc), Agreement and Plan of Merger (Azz Inc)

Opinion of Financial Advisor. The Company Financial Advisor has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated delivered to the effect that Company Board its written opinion that, as of the date of such opinion, based upon and subject to the assumptions, conditions and qualifications noted therein, the consideration to be received by the stockholders holders of the Company Shares pursuant to the Acquisition Offer and the Merger is fair to such stockholders the holders of Shares from a financial point of view.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Innoveda Inc), Agreement and Plan of Merger (Mentor Graphics Corp)

Opinion of Financial Advisor. The Company Each Financial Advisor has received delivered to the ---------------------------- Board an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date hereof, the consideration to be received by the stockholders holders of the Company Shares pursuant to the Acquisition Arrangement is fair to such stockholders fair, from a financial point of view, to such holders. The Company has been authorized by each Financial Advisor to permit inclusion of its opinion and references thereto in the Company Proxy Statement.

Appears in 2 contracts

Samples: Arrangement Agreement (Score Media & Gaming Inc.), Arrangement Agreement (Penn National Gaming Inc)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Company Financial Advisor to the effect that that, as of the date of this Agreement and subject to the assumptions and limitations set forth therein, the consideration to be received by in the stockholders of Offer and the Company pursuant to the Acquisition Merger is fair to such stockholders from a financial point of viewview to the holders (other than Parent and its Affiliates) of shares of Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Credit Property Trust Inc)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the consideration to be received by the stockholders holders of the Company Shares (other than Parent, Merger Sub and their respective Affiliates) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders (the “Fairness Opinion”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)

Opinion of Financial Advisor. The Company Company's Board of ---------------------------- Directors has received the ---------------------------- opinion of Xxxxxxxxx, Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxxx, financial advisor to the Company's Board of Directors, to the effect that that, as of the date of such opinion, the consideration to be received in the Offer and the Merger by the stockholders holders of the shares of Company pursuant to the Acquisition Common Stock is fair to the holders of such stockholders shares from a financial point of view.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc), Agreement and Plan of Merger (Berkshire Hathaway Inc)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Intrepid Partners, LLC, financial advisor to the Company, to the effect that the consideration to be received by the stockholders that, as of the Company pursuant date of such opinion, and based upon and subject to the Acquisition factors and assumptions set forth therein, the aggregate Per Share Consideration is fair to such stockholders the Company Stockholders from a financial point of view.

Appears in 2 contracts

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

Opinion of Financial Advisor. The Company Company's board of directors has received the ---------------------------- an opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Company Financial Advisor, dated as of the date that the Company’s board of directors approved this Agreement and the Transactions, to the effect that that, as of such date, and subject to the qualifications and limitations set forth therein, the consideration to be received in the Merger by the stockholders holders of the Company pursuant to the Acquisition Common Stock is fair to such stockholders the holders of the Common Stock from a financial point of view.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mobius Management Systems Inc), Agreement and Plan of Merger (Mobius Management Systems Inc)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the consideration date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the Offer Price to be received by the stockholders holders of Company Common Stock (other than Parent, Merger Sub and their respective Affiliates) in the Company pursuant to Offer and the Acquisition Merger, taken together, is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kensey Nash Corp), Agreement and Plan of Merger (Martek Biosciences Corp)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Financial Advisor, to the effect that that, as of the consideration date of such opinion and subject to the factors and assumptions set forth therein, the Offer Price to be received paid to the holders of Common Stock (other than Excluded Shares and any other shares of Common Stock held by the stockholders any Affiliate of the Company pursuant to or Parent) in the Acquisition Offer and the Merger is fair to such stockholders from a financial point of viewview to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (ShoreTel Inc)

Opinion of Financial Advisor. The Financial Advisor has delivered to the Company has received the ---------------------------- Board an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the consideration to be received by the stockholders holders of Shares of Company Common Stock (other than as set forth in such opinion, if applicable) in the Company pursuant to the Acquisition Offer and Merger is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pulmuone Cornerstone Corp), Agreement and Plan of Merger (Monterey Gourmet Foods)

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Company Financial Advisor, to the effect that that, as of the date of such opinion, the consideration to be received by the stockholders holders of the Company Common Stock pursuant to the Acquisition transactions contemplated by this Agreement is fair to such stockholders fair, from a financial point of view, to such stockholders (other than the Buyer and its affiliates).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intertrust Technologies Corp), Agreement and Plan of Merger (Fidelio Acquisition Co LLC)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated (the “Fairness Opinion”) to the effect that that, as of the date of the opinion and subject to the considerations and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of Offer and the Company pursuant to the Acquisition Merger is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent, Merger Sub and their affiliates). The Company has delivered to Parent a correct and complete copy of the Fairness Opinion for informational purposes only and not for reliance by Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encysive Pharmaceuticals Inc), Agreement and Plan of Merger (Pfizer Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Prudential Securities, Inc., the Company's financial advisor, substantially to the effect that the consideration to be received by the stockholders holders of the Company pursuant to Common Stock in the Acquisition Merger is fair to such stockholders holders from a financial point of view, a copy of which has been provided to the Acquiror.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Unitrode Corp)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of Offer and by the Company pursuant to in the Acquisition Top-Up Purchase is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Purchaser and its Affiliates).

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Steel Excel Inc.), Stock Purchase and Sale Agreement (iGo, Inc.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- an opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Company Financial Advisor to the effect that that, as of the consideration date of such opinion and based upon and subject to the various matters, limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by paid to the stockholders holders of the shares of Company Common Stock pursuant to the Acquisition this Agreement is fair to such stockholders from a financial point of viewview to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Empire District Electric Co), Agreement and Plan of Merger (Algonquin Power & Utilities Corp.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Co. Incorporated Company, Inc. (the “Company Financial Advisor”) to the effect that that, as of the date of such opinion and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be received by the stockholders holders of Company Common Stock (other than Parent, the Company Purchaser and their respective affiliates) pursuant to the Acquisition Offer and Merger, taken together, is fair to such stockholders from a financial point of viewview to such holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of the Company pursuant to the Acquisition Merger is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent, Merger Sub and their affiliates). The Company has provided a copy of such opinion to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rubios Restaurants Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received been advised by the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Company Financial Advisor to the effect that in its opinion, as of the date of this Agreement, the consideration to be received by the stockholders equity holders of the Company pursuant to the Acquisition is fair to such stockholders fair, from a financial point of view, to such equity holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innerdyne Inc)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxxxx LLC, financial advisor to the Company, to the effect that that, as of the date of such opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the consideration to be received by the stockholders holders of the Company Shares (other than Parent, Acquisition Sub or any of their respective Affiliates) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated LLC, financial advisor to the Company, to the effect that that, as of the date of such opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the consideration to be received by the stockholders holders of the shares of Company Common Stock (other than Parent or any affiliate of Parent) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jive Software, Inc.)

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Opinion of Financial Advisor. The Company Board has received the ---------------------------- written opinion of Xxxxxx Xxxxxxx & Co. Incorporated Financial Advisor to the effect that that, as of the date hereof, the consideration to be received by the stockholders holders of the Company Common Shares (other than Parent or any of its affiliates) pursuant to the Acquisition Offer and the Merger, is fair to such the Company's stockholders from a financial point of view. The Company has previously delivered to Parent a copy of such opinion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Danaher Corp /De/)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, financial advisor to the Company, to the effect that that, as of the consideration date of such opinion, and subject to and based upon the various limitations, matters, qualifications and assumptions set forth therein, the Merger Consideration to be received by the stockholders holders of the shares of Company Common Stock (other than Cancelled Company Shares and Dissenting Company Shares) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mattson Technology Inc)

Opinion of Financial Advisor. The Company Company’s Board of Directors has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Company Financial Advisor, to the effect that that, as of the consideration date of the opinion, and based upon and subject to the considerations, limitations and other matters set forth therein, each of the Offer Price and the Merger Consideration to be received by the stockholders of the Company pursuant to the Acquisition this Agreement by Company Shareholders is fair to such stockholders fair, from a financial point of view, to the Company Shareholders.

Appears in 1 contract

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

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the stockholders holders of the Company Common Stock pursuant to the Acquisition Offer and the Merger, taken together, is fair to such stockholders fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective Affiliates).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciele Pharma, Inc.)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of Offer and the Company pursuant to the Acquisition Merger is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent, Merger Sub and their affiliates).

Appears in 1 contract

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

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Company’s Financial Advisor, to the effect that that, subject to the consideration assumptions, qualifications and other matters set forth therein, as of the date hereof, the Offer Price to be received by the stockholders holders of the shares of Company Common Stock pursuant to the Acquisition this Agreement is fair to such stockholders the Company Stockholders from a financial point of view, and such opinion has not been modified or withdrawn.

Appears in 1 contract

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

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx Xxxxxxxxxxx & Co. Incorporated Inc., financial advisor to the Company, to the effect that that, subject to the consideration assumptions, qualifications and limitations set forth therein and as of the date of such opinion, the Common Stock Consideration to be received by the stockholders holders of the Company pursuant to the Acquisition shares of Common Stock is fair to such stockholders fair, from a financial point of view, to such holders. A copy of such opinion will be delivered to the Parent, solely for informational purposes, following receipt thereof by the Company Board.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

Opinion of Financial Advisor. The Company Company’s board of directors has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Hxxxxx Xxxxxxxx Advisors, LLC to the effect that that, as of the date of such opinion, the aggregate consideration to be received by the stockholders holders of the Company pursuant to the Acquisition Common Stock is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tetra Technologies Inc)

Opinion of Financial Advisor. The Company Each Financial Advisor has received delivered to the ---------------------------- Board an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date hereof, the consideration to be received by the stockholders holders of the Company Shares (other than holders of Shares that are Affiliates of Purchaser) pursuant to the Acquisition Arrangement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Arrangement Agreement (Mitel Networks Corp)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated the Financial Advisor in customary form to the effect that that, as of the consideration date thereof, and based upon and subject to customary qualifications and assumptions set forth therein, the Consideration to be received by paid to the stockholders holders (other than Parent, Merger Sub and their respective Affiliates) of the Company Common Stock pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders, a written copy of which opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Todd Shipyards Corp)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- an opinion of Xxxxxx Xxxxxxx & Co. Incorporated LLC, financial advisor to the Company, to the effect that that, as of the date of such opinion, and subject to and based upon the various qualifications, assumptions, limitations and other matters set forth therein, the consideration to be received by the stockholders holders of the shares of Company Common Stock (other than holders of Cancelled Company Shares and Dissenting Company Shares) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Centerview Partners LLC, financial advisor to the Company, to the effect that that, as of the date of such opinion, and subject to and based upon the various qualifications and assumptions set forth therein, the consideration to be received by the stockholders holders of the shares of Company Common Stock (other than Parent or any affiliate of Parent) pursuant to the Acquisition this Agreement is fair to such stockholders fair, from a financial point of view, to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BigBand Networks, Inc.)

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion (the “Fairness Opinion”) of Xxxxxx Xxxxx Xxxxxxx & Co. Incorporated (the “Company Financial Advisor”) to the effect that that, based upon and subject to the consideration assumptions, qualifications and other matters set forth therein, as of the date of such opinion, the Merger Consideration to be received in the Merger by the stockholders holders of the Company pursuant to the Acquisition Common Stock is fair to such stockholders from a financial point of view. The Company has obtained the authorization of the Company Financial Advisor to include a copy of such opinion in the Company Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Overhill Farms Inc)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the stockholders of Offer and the Company pursuant to the Acquisition Merger is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent, Merger Sub and their affiliates). A signed copy of such opinion shall be delivered to Parent as soon as practicable for information purposes only.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ceradyne Inc)

Opinion of Financial Advisor. The Company Board has received from the ---------------------------- Company Financial Advisor an opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that that, as of the date of the opinion and based upon and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration to be received by in the stockholders of Offer and the Company pursuant to the Acquisition Merger, taken together, is fair to such stockholders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent, Purchaser and their respective Affiliates).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Active Network Inc)

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Xxxxxx Xxxxxxx & Co. Incorporated Financial Advisor to the effect that the consideration to be received by the stockholders that, as of the Company pursuant to date of such opinion and based on the Acquisition is fair to such stockholders assumptions, qualifications and limitations set forth therein, that, from a financial point of view, the consideration to be offered to the Shareholders is fair to such Shareholders.

Appears in 1 contract

Samples: Arrangement Agreement (Cognos Inc)

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