Common use of Fairness Opinion; Board Approval Clause in Contracts

Fairness Opinion; Board Approval. (a) Target’s Board of Directors has received a written opinion from Jxxxxxxxx & Company, Inc. to the effect that, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of the Target Common Shares other than Parent and its affiliates. True and complete copies of such opinion have been given to Parent. (b) Target’s Board of Directors, at a meeting duly called and held, (i) determined that this Agreement and the Transactions are advisable and are fair to, and in the best interests of, the stockholders of Target, (ii) approved this Agreement and the Transactions, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by the stockholders of Target.

Fairness Opinion; Board Approval. (a) Target’s Board board of Directors directors has received a written opinion dated January 2, 2015 from Jxxxxxxxx & Company, Inc. Euro Pacific to the effect that, as of the date of such opinion, the Merger Consideration Exchange Ratio is fair, from a financial point of view, to the holders of the Target Common Shares (other than Parent and its affiliates). True A true and complete copies copy of such opinion have has been given provided to Parent. (b) Target’s Board board of Directorsdirectors, at a meeting duly called and held, unanimously (i) determined that this Agreement and the Transactions are advisable and are fair to, and in the best interests of, the stockholders shareholders of Target, (ii) approved this Agreement and the Transactions, Transactions and (iii) resolved to recommend recommended approval and adoption of this Agreement and the Merger and the Transactions by the stockholders shareholders of Target.

Fairness Opinion; Board Approval. (a) Target’s Board of Directors has received a written opinion from Jxxxxxxxx & Company, Inc. to the effect that, as of the date of such opinion, the Merger Consideration Exchange Ratio is fair, from a financial point of view, to the holders of the Target Common Shares other than Parent and its affiliates. True and complete copies of such opinion have been given to Parent. (b) Target’s Board of Directors, at a meeting duly called and held, (i) determined that this Agreement and the Transactions are advisable and are fair to, and in the best interests of, the stockholders of Target, (ii) approved this Agreement and the Transactions, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by the stockholders of Target.

Fairness Opinion; Board Approval. (a) Target’s Board of Directors has received a written opinion from Jxxxxxxxx Xxxxxxxxx & Company, Inc. to the effect that, as of the date of such opinion, the Merger Consideration Exchange Ratio is fair, from a financial point of view, to the holders of the Target Common Shares other than Parent and its affiliates. True and complete copies of such opinion have been given to Parent. (b) Target’s Board of Directors, at a meeting duly called and held, (i) determined that this Agreement and the Transactions are advisable and are fair to, and in the best interests of, the stockholders of Target, (ii) approved this Agreement and the Transactions, and (iii) resolved to recommend approval and adoption of this Agreement and the Merger by the stockholders of Target.