Fairness Letter Sample Clauses

Fairness Letter. Drive, the IFA Entities and IFA Parent shall have received a letter from an investment banking firm satisfactory to the IFA Entities, in form and substance satisfactory to the IFA Entities and IFA Parent and addressed to the IFA Entities and IFA Parent, as to the fairness of the terms of the Acquisition to the IFA Entities and IFA Parent. All documents, agreements, certificates, Financial Statements, legal opinions, analyses, reports and other papers required to be delivered by this Section 6 shall be in form and substance satisfactory to each Buying Entity and shall be delivered to them at the Closing Location or as such Persons may otherwise direct.
Sample 1
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Fairness Letter. FC shall have received a letter from Howard, Frazier, Barker, Elliott, Inc. of Houston, Texas ("HFBE"), in form and substance satisfactory to FC and addressed to FC, as to the fairness of the terms of the Acquisition to FC and its shareholders.
Sample 1
Fairness Letter. It shall be a condition to the obligation of the Board of Directors of C.R. Xxxxxx xx recommend acceptance of the Offer that C.R. Xxxxxx xxxll have received a letter from Goldxxx, Xxchx & Xo., dated the date of the Schedule 14D-9, to the effect that the consideration to be received by the holders of C.R. Xxxxxx Xxxmon pursuant to this Agreement is fair to such holders.
Sample 1
Fairness Letter. 16 4.6 Reports............................................................................................16 4.7 Acquisition........................................................................................16 4.8
Sample 1
Fairness Letter. FC shall have delivered to the IFA Entities and IFA Parent a copy of a letter from Sandler O'Nexxx Xxxtners, in form and substance satisfactory to FC, the IFA Entities and IFA Parent and addressed to FC, as to the fairness of the terms of the Acquisition to FC (such letter to be certified by FC as being a true, correct and complete copy of such letter and as not having been amended, otherwise modified or withdrawn).
Sample 1
Fairness Letter. FC shall have delivered to the IFA Entities and IFA Parent a letter from an investment banking firm satisfactory to the IFA Entities (a "Satisfactory Firm"), in form and substance satisfactory to the IFA Entities and IFA Parent and addressed to FC, the IFA Entities and IFA Parent, as -13- to the fairness of the terms of the Acquisition to FC. If FC and the IFA Entities agree that no such satisfactory firm will address such a letter to the IFA Entities and IFA Parent (as opposed to addressing such letter only to FC), then the condition set forth in the preceding sentence shall be satisfied by FC instead delivering to the IFA Entities and IFA Parent a copy of a letter from a Satisfactory Firm, in form and substance satisfactory to the IFA Entities and IFA Parent and addressed to FC, as to the fairness of the terms of the Acquisition to FC (such letter to (i) contain a statement that IFA Parent and the IFA Entities may rely on such letter and (ii) be certified by FC as being a true, correct and complete copy of such letter and as not having been amended, otherwise modified or withdrawn).
Sample 1

Related to Fairness Letter

  • Fairness Opinions (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement. (b) Unless waived by IXC, there shall have been delivered to IXC an opinion of independent investment bankers selected by IXC, in form and substance satisfactory to IXC, as to the fairness to IXC from a financial point of view of the transactions contemplated by, and in connection with, this Agreement.

  • Fairness Opinion Parent's Board of Directors has received the written opinion of Xxxxxxxxx & Xxxxx LLC, financial advisor to Parent, dated as of the date of this Agreement, to the effect that the Exchange Ratio is fair to Parent from a financial point of view. Parent has furnished an accurate and complete copy of said written opinion to the Company.

  • Investment Letter Without limiting the generality of Section 4.1, unless the offer and sale of any shares of Warrant Stock shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Warrant Stock unless and until the Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that the Holder is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares.

  • No Financial Advisor, Placement Agent, Broker or Finder The Company represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.

  • Investment Agreement AUGUST.2017 12

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Investment Representation Statement Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company.

  • Opinion of Financial Advisors SECTION 3.20

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

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