Brokers' Fees; Opinion of Financial Advisor Sample Clauses

Brokers' Fees; Opinion of Financial Advisor. (a) Except for Xxxxxxx Xxxxx & Co. L.L.C. (the "FINANCIAL ADVISOR"), there is no investment banker, broker or finder that has been retained by, or is authorized to act on behalf of, the Company or any of its Subsidiaries who might be entitled to any fee or commission from the Parent or any of its Subsidiaries upon consummation of the transactions contemplated by this Agreement. (b) The Company has received the opinion of the Financial Advisor, to the effect that, as of the date hereof and based on and subject to the assumption, qualifications and limitations of such opinion, the Merger Consideration to be received by holders of Company Shares is fair to such holders from a financial point of view.
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Brokers' Fees; Opinion of Financial Advisor. (a) Except for Duff & Phelps, LLC (the "Financial Advisor"), there is no investment banker, xxxxxr or finder that has been retained by, or is authorized to act on behalf of, the Company or the Subsidiary who might be entitled to any fee or commission from the Company, the Subsidiary or the Purchaser upon consummation of the transactions contemplated by this Agreement. (b) The Company has received (i) a report of the Financial Advisor dated July 11, 2002 that, as of May 31, 2002 and based on and subject to the assumptions, qualifications and limitations of such opinion, the fair market value of the Shares on a controlling interest basis is reasonably stated in the range of $50,000 to $250,000, and (ii) an opinion from the Financial Advisor dated October 17, 2002 that the Merger Consideration is fair to the Company's shareholders, other than the Purchaser and its affiliates, from a financial point of view.
Sample 1
Brokers' Fees; Opinion of Financial Advisor. (a) Except for Xxxxxx, Xxxxxx & Co., Inc. (the "Financial Advisor"), there is no investment banker, broker or finder that has been retained by, or is authorized to act on behalf of, the Company who might be entitled to any fee or commission from the Company or the Purchaser upon consummation of the transactions contemplated by this Agreement. (b) The Company has received an opinion from the Financial Advisor dated July 28, 2003 that the Merger Consideration is fair to the Company's stockholders, other than the Purchaser and its affiliates, from a financial point of view.
Sample 1

Related to Brokers' Fees; Opinion of Financial Advisor

  • Opinion of Financial Advisor 27 SECTION 3.18

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Brokers, Finders and Financial Advisors No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Purchaser.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

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