Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, to the effect that, as of such date, the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to the Company.

Opinion of Financial Advisor. The Parent's Board of Directors of Parent has received the an opinion of Xxxxxx Xxxxxxx from Merrxxx Xxxcx & Co. IncorporatedXo., dated as of the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Exchange Ratio exchange of consideration in the Transaction is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete a copy of said the written opinion of which will be delivered to Company after receipt thereof by Parent. The transactions contemplated by this Agreement and the CompanyRelated Agreements are collectively referred to herein as the "TRANSACTION".

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. IncorporatedXxxxx-Xxxxxx, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such datedate and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio is fair to Parent from a financial point of viewParent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to the CompanyCompany for informational purposes.

Opinion of Financial Advisor. The Board of Directors of Parent has received the oral opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Parent's Financial Advisors. to the effect that, that as of such date, the date hereof the Exchange Ratio pursuant to this Agreement is fair to Parent from a financial point of viewview to the holders of shares of the Parent Common Stock and will receive their written opinion promptly after the date hereof. Parent shall, promptly following receipt shall provide copies of said opinion in such written form, furnish an accurate and complete copy of said opinion to the CompanyCompany promptly after receipt.

Opinion of Financial Advisor. The Board of Directors of Parent has received the written opinion of Xxxxxx Xxxxxxx & Co. Incorporatedits financial advisor, Merrill, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete has provided a copy of said this opinion to the CompanyCompany solely for informational purposes and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or otherwise modified.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received an opinion from the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Parent Financial Advisor to the effect that, as of the date of such dateopinion and based upon and subject to the various assumptions, limitations, qualifications, conditions and other matters set forth therein, the Exchange Ratio is fair provided for pursuant to Parent this Agreement was fair, from a financial point of view, to Parent. Promptly after the receipt thereof by the Parent shallBoard, promptly following receipt of said opinion in written formParent will furnish the Company, furnish an accurate solely for informational purposes, a correct and complete copy of said the written opinion to of the CompanyParent Financial Advisor.

Opinion of Financial Advisor. The Parent’s Board of Directors of Parent has received the written opinion of Xxxxxx Xxxxxxx & Co. IncorporatedXxxxxxx, dated as of the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, that as of such datethe date of this Agreement, the Exchange Ratio Per Share Merger Consideration to be paid by Parent is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete a copy of said which opinion will be delivered to the CompanyCompany promptly after the date of this Agreement.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Baird 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 to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate shall provide the Company (solely for informational purposes) a true and complete copy of said such opinion to promptly following the Companydate of this Agreement.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx Xxxxx & Co. IncorporatedAssociates, dated the date of this Agreement and customary in form, scope and substance, Inc. substantially to the effect that, as of the date of such dateopinion and subject to the limitations and assumptions set forth therein, the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to the CompanyCompany for informational purposes only.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an oral opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated from its financial advisor prior to the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Exchange Ratio is fair to the stockholders of Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to the Company.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an opinion of Xxxxxx from Xxxxxxx & Co. IncorporatedXxxxxxxx Partners LP, dated as of the date of this Agreement Agreement, and customary in form, scope based upon and substance, subject to the effect thatvarious assumptions and limitations set forth therein, as of such date, that the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete An executed copy of said such opinion will be made available to the CompanyCompany solely for informational purposes promptly after receipt thereof by the Parent Board of Directors. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. IncorporatedXxxxxxxx Xxxxx Capital, Inc., dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such datedate and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio is fair to Parent from a financial point of view. Parent shallview to Parent, a signed copy of which opinion will be made available to the Company for informational purposes only on a non-reliance basis promptly following receipt the date of said opinion in written form, furnish an accurate and complete copy of said opinion to the Companythis Agreement.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion opinions from each of Xxxxxx Xxxxxxx & Co. IncorporatedDLJ and Xxxxxxxxxxx Xxxxxxx, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Exchange Ratio is fair to Parent fair, from a financial point of view, to the Company. Parent shall, promptly following receipt Copies of said opinion in written form, furnish an accurate and complete copy of said opinion such opinions have been provided to the Company.

Opinion of Financial Advisor. The Parent’s Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Parent Financial Advisor to the effect that, as of such datethe date hereof and subject to the various assumptions and limitations set forth therein, the Exchange Ratio is fair to Parent fair, from a financial point of view. Parent shall, promptly following receipt to Parent, a copy of said which opinion in written form, furnish an accurate and complete copy of said opinion the form in which it has been or will be 41 delivered to Parent has been delivered to the CompanyCompany for informational purposes, it being understood and acknowledged by the Company that such opinion has been rendered for the benefit of Parent, and is not intended to, and may not, be relied upon by any other Person.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the opinion of Xxxxxx Xxxxx Xxxxxxx & Co. Incorporated, dated addressed to the date of this Agreement and customary in form, scope and substance, Parent Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of such datethe date of the opinion, the Exchange Ratio pursuant to this Agreement is fair to Parent fair, from a financial point of view. Parent shall, promptly following receipt of said opinion in written formto Parent, furnish an accurate and complete a copy of said which opinion has been (or within two (2) Business Days after the date hereof will be) delivered to the CompanyCompany for information purposes only.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, LLC to the effect that, as of such datethe date thereof and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt the execution of said opinion in written formthis Agreement by all Parties, furnish an accurate and complete copy of said opinion to the CompanyCompany solely for informational purposes.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the received, from Credit Suisse Securities (USA) LLC, an oral opinion of Xxxxxx Xxxxxxx & Co. Incorporatedon December 12, dated the date of this Agreement and customary 2007, subsequently confirmed in form, scope and substancewriting, to the effect that, as of such datedate and based on and subject to the various considerations set forth in such opinion, the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to the Company.EXECUTION COPY

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an opinion of Xxxxxx Xxxxxxx Oxxxxxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Inc. to the effect that, as of such datethe date of this Agreement and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair to Parent fair, from a financial point of view, to the Parent. It is agreed and understood that such opinion is for the benefit of the Parent shall, promptly following receipt of said opinion in written form, furnish an accurate Board and complete copy of said opinion to may not be relied upon by the Company.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx & Co. IncorporatedMerrxxx Xxxcx, dated xxted the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Exchange Ratio Conversion Number is fair to Parent from a financial point of view. Parent shallview to Parent, promptly following receipt of said opinion in written form, furnish an accurate and complete a signed copy of said which opinion has been delivered to the Company.

Opinion of Financial Advisor. The Board board of Directors directors of Parent has received the an opinion of Xxxxxx Xxxxxxx H.X. Xxxxxxxxxx & Co. IncorporatedCo., financial advisor to Parent, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, that the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, will furnish an accurate and complete copy of said opinion to Company for informational purposes only promptly after the Companydate hereof.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co. Incorporated, LLC (the “Parent Financial Advisor”) dated the date of this Agreement and customary in formAgreement, scope and substance, to the effect that, as of such datedate and subject to certain assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio is fair to Parent from a financial point of viewview to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete An executed copy of said such opinion will be made available to the CompanyCompany solely for informational purposes promptly after receipt thereof by the Board of Directors of Parent.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an opinion of Xxxxxx Xxxxxxx Oxxxxxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Inc. to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications, limitations and such dateother factors deemed relevant by Oxxxxxxxxxx & Co. Inc., the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. It is agreed and understood that such opinion is for the benefit of the Parent shall, promptly following receipt of said opinion in written form, furnish an accurate Board and complete copy of said opinion to may not be relied upon by the Company.

Opinion of Financial Advisor. The Board of Directors of Parent has ---------------------------- received the oral opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Parent's Financial Advisors. to the effect that, that as of such date, the date hereof the Exchange Ratio pursuant to this Agreement is fair to Parent from a financial point of viewview to the holders of shares of the Parent Common Stock and will receive their written opinion promptly after the date hereof. Parent shall, promptly following receipt shall provide copies of said opinion in such written form, furnish an accurate and complete copy of said opinion to the CompanyCompany promptly after receipt.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. IncorporatedBrothers, Inc., dated as of the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, that as of such date, date the Exchange Ratio is fair to Parent from a financial point of view. Parent shallhas provided, promptly following receipt of said opinion in written formor will provide, furnish an accurate a complete and complete correct copy of said such opinion to the CompanyCompany solely for informational purposes.

Opinion of Financial Advisor. The Board board of Directors directors of Parent has received the an opinion of Xxxxxx Xxxxxxx & Co. IncorporatedXxxxx and Company, LLC, financial advisor to Parent, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, that the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, will furnish an accurate and complete copy of said opinion to Company for informational purposes only promptly after the Companydate hereof.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxxx Xxxxx Xxxxxx Xxxxxxx & Co. IncorporatedInc., dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, the Zenith Exchange Ratio is fair to holders of the Parent Common Stock from a financial point of view. view (the "Parent shallOpinion"), promptly following receipt of said opinion in written form, furnish an accurate and complete a copy of said the written opinion of which will be delivered to the Company.Company promptly after receipt thereof by Parent. Section 4.11

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the written opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Parent 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 in the Merger is fair to Parent fair, from a financial point of view, to Parent. Promptly after the execution of this Agreement, Parent shallwill furnish the Company, promptly following receipt of said opinion in written formsolely for informational purposes, furnish an accurate a true and complete copy of said the written opinion to of the CompanyParent Financial Advisor.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an opinion of Xxxxxx Xxxxxxx Xxxxxxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, Inc. to the effect that, as of such datethe date of this Agreement and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio is fair to Parent fair, from a financial point of view, to the Parent. It is agreed and understood that such opinion is for the benefit of the Parent shall, promptly following receipt of said opinion in written form, furnish an accurate Board and complete copy of said opinion to may not be relied upon by the Company.

Opinion of Financial Advisor. The Parent Board of Directors of Parent has received the an opinion of Xxxxxx from Xxxxxxx Xxxxx & Co. IncorporatedAssociates, Inc., dated as of the date of this Agreement and customary in form, scope and substance, addressed to the Parent Board to the effect that, as of such datethe date hereof and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Per Share Exchange Ratio is fair to Parent fair, from a financial point of view. , to Parent shall, promptly following receipt and the holders of said opinion in written form, furnish an accurate and complete copy of said opinion to the CompanyParent Common Stock.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx Gxxxxxx, Sxxxx & Co. Incorporated, LLC (the “Parent Financial Advisor”) dated the date of this Agreement and customary in formAgreement, scope and substance, to the effect that, as of such datedate and subject to certain assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio is fair to Parent from a financial point of viewview to Parent. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete An executed copy of said such opinion will be made available to the CompanyCompany solely for informational purposes promptly after receipt thereof by the Board of Directors of Parent.

Opinion of Financial Advisor. The Board of Directors of Parent has received the written opinion of Xxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substancehereof, to the effect that, as of such datethe date hereof, the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, furnish an accurate and complete a copy of said which opinion has been delivered to the Company.

Opinion of Financial Advisor. The Board board of Directors directors of Parent has received the an opinion of Xxxxxx Xxxxxxx & Co. IncorporatedXXXX Capital Partners, LLC, financial advisor to Parent, dated the date of this Agreement and customary in form, scope and substanceAgreement, to the effect that, as of such date, that the Exchange Ratio is fair to Parent from a financial point of view. Parent shall, promptly following receipt of said opinion in written form, will furnish an accurate and complete copy of said opinion to Company for informational purposes only promptly after the Companydate hereof.

Opinion of Financial Advisor. The Board Prior to the execution of Directors this Agreement, the board of directors of Parent has received the an opinion of Xxxxxx Xxxxxxx from Xxxxxxx, Xxxxx & Co. Incorporated, dated (the date of this Agreement and customary in form, scope and substance, “Parent Financial Advisor”) to the effect that, as of such datethe date hereof and based upon and subject to the various qualifications and assumptions set forth therein, the Exchange Ratio pursuant to this Agreement is fair to Parent from a financial point of view. Parent shall, will make available to the Company a copy of the written opinion promptly following receipt the execution of said opinion in written form, furnish an accurate and complete copy of said opinion to the Companythis Agreement for informational purposes only.

Opinion of Financial Advisor. The Board of Directors of Parent has received the opinion of Xxxxxx Xxxxxxx Gxxxxxx Sxxxx & Co. Incorporated, dated the date of this Agreement and customary in form, scope and substance, LLC to the effect that, as of the date of such dateopinion, the Exchange Ratio is fair to Parent fair, from a financial point of view, to Parent. Parent shall, promptly following receipt Such opinion has not been materially amended or rescinded as of said opinion in written form, furnish an accurate and complete copy the date of said opinion to the Companythis Agreement.