Fairness Opinion Clause Samples

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) 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a financial point of view, to the holders of Shares, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Fairness Opinion. 23 ARTICLE IV

Fairness Opinion. Parent's Board of Directors has received the written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ 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.

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

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor 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to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Fairness Opinion. The Company has received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated to the effect that, as of the date hereof, the consideration to be received by the stockholders of the Company in the Merger is fair to such stockholders from a financial point of view.

Fairness Opinion. Prior to the filing required under Section 5.9 and Section 6.3, Bionova shall have received from AgriCapital Securities Inc. a fairness opinion, in form and substance acceptable to Savia, with respect to the fairness of the Exchange and the Merger per share "cash-out" price to be paid to stockholders of Bionova not affiliated with Savia or its Affiliates, from a financial point of view, which opinion is not withdrawn prior to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

Fairness Opinion. The Fairness Opinion shall not have been withdrawn, revoked or annulled or adversely modified in any material respect.

Fairness Opinion. The Board of Directors of Buyer has received the opinion of Buyer’s Financial Advisor dated the date of this Agreement to the effect that the Merger Consideration is fair, from a financial point of view, to Buyer.