ESOP OPINION. The ESOP shall have received in form and substance acceptable to the ESOP (i) an opinion from Shareholder Strategies, Inc. to the effect that as of the Closing Date, the value of each share of Company Stock held by the ESOP immediately prior to the Closing is not more than the consideration per share received by the ESOP (the "Appraisal") and (ii) an opinion from Shareholder Strategies, Inc. to the effect that as of the Closing Date, the transactions contemplated hereby are fair to the ESOP from a financial point of view (the "Fairness Opinion").
ESOP OPINION. Borrower shall provide Agent on behalf of Banks an opinion of Keck, Xxxxx & Xate, xxecial ESOP counsel to Borrower, substantially in the form attached hereto as Exhibit J, attached hereto and made a part hereof.
ESOP OPINION. The ESOP trustee shall have received, and delivered to Buyer, a copy of an opinion from Applied Economics, the ESOP’s independent financial advisor, dated as of the Closing Date, concluding that: (i) the consideration that the ESOP shall receive for the Shares sold by the ESOP to Buyer pursuant to this Agreement is not less than fair market value as that term is defined under Section 3(18)(B) of ERISA, and (ii) the transactions contemplated by this Agreement, taken as a whole, are fair to the ESOP from a financial point of view;
ESOP OPINION. EAI shall have received from legal counsel to the ESOP an Opinion substantially in the form attached hereto as Exhibit D. (i) INTELLECTUAL PROPERTY ASSIGNMENT. EAI shall have received the executed Intellectual Property Assignment. (j)
