Common use of Fairness Opinion; Board Approval Clause in Contracts

Fairness Opinion; Board Approval. (a) Parent’s Board of Directors has received a written opinion from each of Evercore Group L.L.C. and Banc of America Securities LLC to the effect that, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to Parent. True and complete copies of such opinion have been given to Parent. (b) Parent’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 Parent, (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 Parent.

Fairness Opinion; Board Approval. (a) Parent’s Board of Directors has received a written opinion from each of Evercore Group L.L.C. and Banc of America X. X. Xxxxxx Securities LLC 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 Parent. True and complete copies of such opinion have been given to Parent. (b) Parent’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 Parent, (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 Parent.

Fairness Opinion; Board Approval. (a) Parent’s Board of Directors has received a written opinion from each of Evercore Group L.L.C. and Banc of America J. X. Xxxxxx Securities LLC 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 Parent. True and complete copies of such opinion have been given to Parent. (b) Parent’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 Parent, (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 Parent.