Fairness Opinion and Approval by the Special Committee Sample Clauses

Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee (i) approved the terms of this Agreement and the transactions contemplated hereby as they relate to the Public Shareholders, including without limitation the Merger, (ii) determined that the Merger is fair to and in the best interest of the Public Shareholders and (iii) recommended that the Board of Directors of Industrial Scientific approve and authorize this Agreement and such transactions. The Special Committee has received an opinion of Ladenburg Xxxxxxxx & Co. Inc. to the effect that the consideration to be received by the Public Shareholders in the Merger is fair to such shareholders from a financial point of view as of the date hereof.
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Fairness Opinion and Approval by the Special Committee. On or before the date hereof, the Special Committee (i) determined that the Merger is fair to and in the best interest of the stockholders of Petroglyph other than IIIX (the "Public Stockholders") and (ii) recommended that the Board of Directors of Petroglyph approve this Agreement and such transactions. The Special Committee has received an opinion of Prudential Securities Incorporated to the effect that the consideration to be received by the Public Stockholders in the Merger is fair to such stockholders from a financial point of view.
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Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee (a) determined that the Merger is fair to and in the best interest of the Public Stockholders and (b) recommended that the Board of Directors of the Company approve and authorize this Agreement and declare its advisability. The Special Committee has received an opinion of McDonald Investments, Inc. (the "Advisor") to the effect that, as of the date of such opinion, the consideration to be received by the Public Stockholders in the Merger is fair to the Public Stockholders from a financial point of view.
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Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee (i) determined that the Merger is fair to and in the best interests of the holders of the Class A Common Stock (other than xXXxX*s, Xxxxxxx X. Xxxx or any affiliate thereof) and (ii) recommended that the Board of Directors of iTurf approve this Agreement, the Merger, the iTurf Merger Matters and the other transactions contemplated hereby. The Special Committee has been advised by U.S. Bancorp Xxxxx Xxxxxxx that, in its opinion, as of the date hereof, the Exchange Ratio is fair from a financial point of view to the holders of the Class A Common Stock (other than xXXxX*s, Xxxxxxx X. Xxxx or any affiliate thereof), and U.S. Bancorp Xxxxx Xxxxxxx will deliver a written copy of such opinion to the Special Committee.
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Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee recommended that the Board of Directors of Western Beef approve and authorize this Agreement and declare its advisability. The Special Committee has received an opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx to the effect that the consideration to be received by the Public Stockholders in the Merger is fair to such stockholders from a financial point of view.
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Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee (i) determined that the Merger is fair to and in the best interest of the stockholders of Knoll other than the Buyout Group (the "Public Stockholders") and (ii) recommended that the Board of Directors of Knoll approve this Agreement and such transactions. The Special Committee has received an opinion of Lazard Freres & Co., L.L.C. to the effect that the consideration to be received by the Public Stockholders in the Merger is fair to such stockholders from a financial point of view.
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Fairness Opinion and Approval by the Special Committee. On or prior to the date hereof, the Special Committee:
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Related to Fairness Opinion and Approval by the Special Committee

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Fairness Opinion The Company's board of directors has received the opinion of XX Xxxxxx H&Q, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

  • 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.

  • Determination and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Company Board Section 2.3(a)........... 9

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Company Board Representation Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

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