Common use of Brokers; Fairness Opinion Clause in Contracts

Brokers; Fairness Opinion. Neither SSNF nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SSNF has engaged, and will pay a fee or commission to BSP Securities LLC (“BSP”), a subsidiary of Banks Street Partners, LLC (“SSNF Financial Advisor”), in accordance with the terms of a letter agreement between SSNF Financial Advisor and SSNF, a true, complete and correct copy of which has been previously delivered by SSNF to FBMS. SSNF has received the opinion of the SSNF Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to FBMS) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of SSNF Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither SSNF HSB nor any of its officers, directors or any of its Subsidiaries (including Hxxxxxxx) has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SSNF HSB has engaged, and will pay a fee or commission to BSP Securities LLC Sandler O’Xxxxx & Partners, L.P. (“BSP”), a subsidiary of Banks Street Partners, LLC (“SSNF HSB Financial Advisor”), in accordance with the terms of a letter agreement between SSNF HSB Financial Advisor and SSNFHSB, a true, complete and correct copy of which has been previously delivered by SSNF HSB to FBMSABCB. SSNF HSB has received the opinion of the SSNF HSB Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to FBMSABCB) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of SSNF HSB Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither SSNF nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s 's fees, commissions or finder’s 's fees in connection with any of the transactions contemplated by this Agreement, except that SSNF has engaged, and will pay a fee or commission to BSP Securities LLC (“"BSP”"), a subsidiary of Banks Street Partners, LLC (“"SSNF Financial Advisor”"), in accordance with the terms of a letter agreement between SSNF Financial Advisor and SSNF, a true, complete and correct copy of which has been previously delivered by SSNF to FBMS. SSNF has received the opinion of the SSNF Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to FBMS) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of SSNF Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither SSNF HSB nor any of its officers, directors or any of its Subsidiaries (including Xxxxxxxx) has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SSNF HSB has engaged, and will pay a fee or commission to BSP Securities LLC Sandler X’Xxxxx & Partners, L.P. (“BSP”), a subsidiary of Banks Street Partners, LLC (“SSNF HSB Financial Advisor”), in accordance with the terms of a letter agreement between SSNF HSB Financial Advisor and SSNFHSB, a true, complete and correct copy of which has been previously delivered by SSNF HSB to FBMSABCB. SSNF HSB has received the opinion of the SSNF HSB Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to FBMSABCB) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of SSNF HSB Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Brokers; Fairness Opinion. Neither SSNF LBC nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SSNF LBC has engaged, and will pay a fee or commission to BSP Securities LLC (“BSP”), a subsidiary of Banks Street Partners, LLC (“SSNF LBC Financial Advisor”), in accordance with the terms of a letter agreement between SSNF LBC Financial Advisor and SSNFLBC, a true, complete and correct copy of which has been previously delivered by SSNF LBC to FBMSCBAN. SSNF LBC has received the opinion of the SSNF LBC Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to FBMSCBAN) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of SSNF LBC Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.