Fairness Opinion and Company Support for the Offer Sample Clauses

Fairness Opinion and Company Support for the Offer. (a) The Company represents and warrants to and in favour of the Offeror and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof: (i) N M Rothschild & Sons Limited has delivered a written opinion to the Special Committee and the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to all Shareholders; and (ii) the Board of Directors, upon consultation with its financial and legal advisors and on receipt of a recommendation of the Special Committee, has determined that the Offer is fair to all Shareholders, that the Offer is in the best interests of the Company and the Shareholders, and accordingly, has approved the entering into of this Agreement and the making of a unanimous recommendation that Shareholders accept the Offer. (b) The Directors’ Circular shall reflect the foregoing unanimous recommendation and determinations. In addition, the Company shall take all reasonable actions to support the Offer and ensure the success of the Offer in accordance with this Agreement. Notwithstanding the foregoing or any other provision of this Agreement but subject to Section 7.2, if after the date hereof, the Board of Directors is required in the exercise of its fiduciary duties to do so, then the Board of Directors shall be entitled not to make such a positive recommendation, to make a negative recommendation or to withdraw, modify or change any recommendation regarding the Offer which it has previously made, provided that the Board of Directors, acting in good faith and upon the advice of their legal and financial advisors where appropriate, shall first have determined that the making of a positive recommendation, the failure to make a negative recommendation or the failure to withdraw, modify or change any recommendation would be inconsistent with the fiduciary duties of the Board of Directors. (c) The Company shall use its commercially reasonable efforts to encourage all holders of Options to conditionally exercise or terminate such options and all holders of warrants to exercise such Warrants and to tender the Shares to be issued as a result of such conditional exercise or termination of Options or exercise of Warrants to the Offer.
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Fairness Opinion and Company Support for the Offer. The Company represents and warrants to and in favour of the Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement and making the Offer, that as of the date hereof: (a) the Board of Directors has received an opinion (a “Fairness Opinion”) from CIBC World Markets Inc. to the effect that the consideration offered pursuant to the Offer is fair from a financial point of view to the Shareholders; (b) the Board of Directors, after receiving financial and legal advice, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of the Company and, accordingly, has unanimously approved the entering into of this Agreement and the making of a recommendation that Shareholders accept the Offer (the “Board Approval”); and (c) each director and officer of the Company has agreed to support the Offer, and has agreed that the press release to be issued by the Offeror announcing the Offer may so state and that references to such support may be made in the Circular and other documents relating to the Offer.
Sample 1
Fairness Opinion and Company Support for the Offer. (a) Paradigm Capital Inc. has delivered an oral opinion to the Board of Directors of Asia Pacific to the effect that the consideration to be received under the Offer is fair from a financial point of view to the Asia Pacific Securitiesholders; and (b) the Board of Directors, upon consultation with its financial and legal advisors has determined that the Offer is fair to all Asia Pacific Securitiesholders, that the Offer is in the best interests of Asia Pacific and the Asia Pacific Securitiesholders and, accordingly, has approved the entering into of this Agreement and the making of a recommendation that Asia Pacific Securitiesholders accept the Offer.
Sample 1

Related to Fairness Opinion and Company Support for the Offer

  • 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.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Support and Counselling The Employer and the Union recognize that, where preventative measures have failed to prevent violent incidents, counselling and support must be available to help victims recover from such incidents.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • 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.

  • Acknowledgement Regarding Any Supported QFCs To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 10.22, the following terms have the following meanings:

  • 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.

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

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