Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company Board and the Transaction Committee have received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreement, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC (“UBS”) to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions and limitations set forth therein, as of the date of this Agreement, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent a true shall, following receipt of said opinion in written form, furnish an accurate and complete copy of such opinionsaid opinion to Parent solely for informational purposes.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLCLLC (the “Company Financial Advisor”), financial advisor to the Transaction CommitteeCompany, dated on or prior to the date of the Agreement, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger Offer Price is fair, from a financial point of view, to such holdersthe holders of the Company Common Stock. The Company has made available to Parent a true furnished an accurate and complete copy of such opinionsaid written opinion to Parent solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by the holders of the shares of Company Common Stock pursuant to the Merger (other than as set forth in such opinion) is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete A copy of such opinionopinion will be provided to Parent promptly for information purposes only following receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to dated the Transaction Committeedate of this Agreement, to the effect that, based upon as of such date and subject to the assumptions and limitations considerations set forth therein, as of the date of this Agreement, the Per Share Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock pursuant is fair to the Merger is fair, such holders from a financial point of view, to such holders. The Company a signed copy of which opinion has made available been delivered to Parent a true and complete copy of such opinionsolely for informational purposes.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, fair from a financial point of viewview to the holders of Company Common Stock, to such holders. The Company has a complete copy of which opinion will be made available to Parent a true and complete copy solely for informational purposes as soon as practicable after the date of such opinionthis Agreement.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, its financial advisor to the Transaction Committeeadvisor, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this AgreementAgreement and based upon and subject to the matters set forth therein, the Per Share Merger Consideration to be received by the holders of the Company Common Stock Shares pursuant to the Merger this Agreement is fair, fair to such holders from a financial point of view, and such opinion has not been withdrawn or revoked prior to such holdersthe date of this Agreement. The Company has made available to Parent a true and complete A written copy of such opinionopinion will be delivered to Parent as promptly as practicable following the date hereof.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holdersthe holders of shares of Company Common Stock (other than the Principal Stockholders). The Company has made available A signed copy of the written opinion of UBS will promptly be delivered to Parent a true and complete copy of such opinionsolely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion (or oral opinion to be confirmed in writing) of UBS Securities LLC, financial advisor to the Transaction Committee, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration is fair to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to dated the Transaction Committeedate of this Agreement, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion and based on and subject to assumptions, matters considered and limitations described therein, the Per Share Merger Consideration to be received by the holders of the Company Common Stock (other than as set forth in such opinion) pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has A copy of such opinion shall be made available to Parent a true and complete copy Parent, solely for informational purposes, promptly after the date of such opinionthis Agreement.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC (“UBS”) to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration cash consideration to be received in the Offer and the Merger by the holders of the Company Common Stock pursuant to the (other than Parent, Merger Sub and their respective affiliates) is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have of Directors has received the written opinion of UBS Securities LLC, financial advisor to LLC (the Transaction Committee“Company Financial Advisor”), to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration Offer Price to be received in the Offer and the Merger, taken together, by the holders of the Company Common Stock pursuant to the Merger Shares (other than as set forth in such opinion) is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written an opinion of UBS Securities LLC, financial advisor to the Transaction CommitteeCompany, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration consideration to be received in the Mergers by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holdersthe holders of the Company Common Stock. The Company has made available to Parent a true and complete A written copy of such opinionopinion will be furnished, for informational purposes, to Parent 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 Subs.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLCInvestment Bank, financial advisor to the Transaction CommitteeCompany, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreement, and based upon and subject to the Per Share Merger Consideration qualifications and assumptions set forth therein, the consideration to be received by the holders of the Company Common Stock pursuant to in the Offer and the Merger is fair, fair from a financial point of view, view to such holders. The Company , a written copy of which opinion has made available been delivered to Parent a true and complete copy of such opinionfor informational purposes only.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC to the effect that, as of the date of such opinion and based upon and subject to the assumptions and limitations matters set forth therein, as of the date of this Agreementin such opinion, the Per Share Merger Consideration consideration to be received by the holders of the Company Common Stock Shares (other than Parent, Sub and their respective affiliates) pursuant to the Merger Offer and the Merger, taken together, is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The the holders of Company has made available Common Stock (other than Parent, Merger Sub and their respective Affiliates), a copy of which opinion will be delivered to Parent a true and complete copy of such opinionsolely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to LLC (the Transaction Committee, “Company Financial Advisor”) to the effect that, that as of the date of such opinion and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth therein, as of the date of this Agreementin such opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent the Company’s shareholders, and a true and complete copy of such opinionopinion will, promptly following the date hereof, be delivered to Parent and Merger Sub solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written oral opinion of UBS Securities LLC, financial advisor LLC (“UBS”) (to the Transaction Committee, be confirmed in writing) to the effect that, based upon as of the date of this Agreement and subject to the assumptions and limitations set forth therein, as of the date of this Agreementin UBS’s written opinion, the Per Share Merger Consideration consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, fair from a financial point of view, view to such holders. The Company has made available to holders (other than Parent a true and complete copy of such opinionits Affiliates).

Opinion of Financial Advisor. The Board of Directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction Committee, LLC to the effect that, as of the date of such opinion and based upon and subject to the assumptions and limitations matters set forth therein, as of the date of this Agreement, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The holders of shares of Company has made available to Parent a true and complete copy of such opinionCommon Stock.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLC, financial advisor to the Transaction CommitteeUBS, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion specified therein and subject to the assumptions, matters considered and limitations described in such opinion, the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.

Opinion of Financial Advisor. The board of directors of the Company Board and the Transaction Committee have has received the written opinion of UBS Securities LLCLLC (“UBS”), financial advisor to the Transaction CommitteeCompany, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, the Per Share Merger Consideration to be received by Purchase Price under the holders of the Company Common Stock pursuant to the Merger Arrangement is fair, from a financial point of view, to such holders. The Company the holders of the Common Shares and, as of the date of this Agreement, that opinion has made available to Parent a true and complete copy of such opinionnot been withdrawn, reserved or modified in any material respect.

Opinion of Financial Advisor. The Company Board and the Transaction Committee have of Directors has received the written opinion of UBS Securities LLC, financial advisor to the Transaction CommitteeCompany, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreement, such opinion the Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, fair from a financial point of view, view to such holders. The Company has made available to Parent a true and complete copy the holders of such opinionShares (other than Affiliates of the Company).

Opinion of Financial Advisor. The Company Board and the Transaction Committee have of Directors has received the written opinion of UBS Securities LLCUBS, financial advisor dated as of the date hereof (a true and correct copy of which will be made available to the Transaction CommitteePurchaser by the Company solely for informational purposes promptly following its receipt by the Company), to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of this Agreementsuch opinion, and subject to the various assumptions and qualifications set forth therein, the Per Share Merger Consideration to be received by the holders of the Company Common Stock Shares (other than as set forth in such opinion) pursuant to the Merger is fair, from a financial point of view, to such holders. The Company has made available to Parent a true and complete copy of such opinion.