Common use of Fairness Opinion Clause in Contracts

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.

Appears in 3 contracts

Samples: Merger Agreement (First Virtual Communications Inc), Merger Agreement (Cuseeme Networks Inc), Merger Agreement (Cuseeme Networks Inc)

AutoNDA by SimpleDocs

Fairness Opinion. The Company's board of directors has received the opinion of XX Xxxxxx H&QXxxxxxx, Xxxxx & Co., financial advisor to the Company, as of dated 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.

Appears in 2 contracts

Samples: Merger Agreement (Etec Systems Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the a written opinion of XX Xxxxxx H&Qfrom Xxxxxxxxx & Company, Inc., financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that that, subject to the consideration qualifications and limitations stated therein, the Merger Consideration to be received by the stockholders holders of shares of the Company Common Stock in the Merger (other than Mergerco or any of the Affiliated Stockholders) as provided herein is fair to the stockholders of the Company such holders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Appears in 2 contracts

Samples: Merger Agreement (Media Arts Group Inc), Merger Agreement (Media Arts Group Inc)

Fairness Opinion. The Company's board Board of directors Directors has received the a written ---------------- opinion of XX Xxxxxx H&Qfrom its financial advisor, financial advisor to the CompanyXxxxxxxxx & Xxxxx LLC, dated as of the date of this Agreementhereof, to the effect that the consideration to be received by the stockholders of the Company Company's shareholders in connection with the Merger is fair to the stockholders of the Company Company's shareholders from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Appears in 2 contracts

Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)

Fairness Opinion. The Company's board ’s Board of directors Directors has received an opinion from the opinion Company Financial Advisor, a copy of XX Xxxxxx H&Qwhich will be made available to Parent, financial advisor to the Companythat, as of the date of this Agreementsuch fairness opinion, to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the Company’s stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parentview (the “Fairness Opinion”).

Appears in 2 contracts

Samples: Merger Agreement (McAfee, Inc.), Merger Agreement (Secure Computing Corp)

Fairness Opinion. The Company's ’s board of directors has received the opinion of XX Xxxxxxx Lynch, Pierce, Xxxxxx H&Q& Xxxxx Incorporated, financial advisor to the Company, to the effect that, as of the date of this Agreementthe opinion, to the effect that the consideration to be received by the stockholders holders of Company Common Stock in the Company in Offer and the Merger is fair to the stockholders of the Company such holders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Appears in 2 contracts

Samples: Merger Agreement (Applied Materials Inc /De), Merger Agreement (Applied Materials Inc /De)

Fairness Opinion. The Company's ’s board of directors has received the written opinion of XX Xxxxxx H&QU.S. Bancorp Xxxxx Xxxxxxx, financial advisor to the Company, dated 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 Consideration is fair to the stockholders of the Company from a financial point of view. The Company will furnish has furnished an accurate and complete copy of said written opinion to Parent.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Borland Software Corp)

Fairness Opinion. The Company's board ’s Board of directors Directors has received a written opinion from Xxxxx Xxxxxxxx LLP, dated as of the opinion of XX Xxxxxx H&Qdate hereof, financial advisor to the Companyeffect that, as of the date of this Agreement, hereof and based upon and subject to the effect that matters stated therein, the consideration to be received by the Company’s stockholders of the Company in the Merger is fair to the Company’s stockholders of the Company from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Appears in 1 contract

Samples: Merger Agreement (On Technology Corp)

Fairness Opinion. The Company's board of directors has received the written opinion of XX Xxxxxx H&QXxxxxxx Xxxxx, in its capacity as Company's financial advisor to the Companyadvisor, as of the date of this Agreement, substantially to the effect that the consideration Merger Consideration to be received by the stockholders holders of the Company Common Stock in the Merger is fair to the stockholders holders of the Company Common Stock from a financial point of view, and the opinion has not been withdrawn, modified or revoked. The Company will furnish an accurate A true and complete copy of said the fairness opinion has been provided to ParentAcquiror.

Appears in 1 contract

Samples: Merger Agreement (Chemical Financial Corp)

Fairness Opinion. The Company's board Board of directors Directors has received the from its financial advisors, Xxxxxx Xxxxxx Partners, LLC, a written opinion of XX Xxxxxx H&Q, financial advisor addressed to the Company, as of the date of this Agreement, it to the effect that the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the stockholders of the Company from a financial point of view. The Company will furnish an An accurate and complete copy of said such opinion has been provided to ParentTekelec.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&Q, financial advisor to Dain Xxxxxxxx xx the Companyeffect that, as of the date of this Agreementsuch opinion, to the effect that the consideration to be received in the Offer and the Merger by the stockholders holders of the Company in the Merger Common Stock and Company Preferred Stock is fair to the stockholders of the Company from a financial point of viewview to such holders. The Company will furnish an accurate True and complete copy copies of said opinion such opinions have been given to Parent.

Appears in 1 contract

Samples: Merger Agreement (Ocean Energy Inc /Tx/)

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

Appears in 1 contract

Samples: Merger Agreement (Titan Corp)

AutoNDA by SimpleDocs

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

Appears in 1 contract

Samples: Merger Agreement (Titan Corp)

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

Appears in 1 contract

Samples: Merger Agreement (Wind River Systems Inc)

Fairness Opinion. The Company's board Board of directors Directors has received the opinion of XX Xxxxxx H&QXxxx Xxxxxxxx Xxxxxxx, 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 the written opinion of Xxxx Xxxxxxxx Xxxxxxx to Parentthe effect referred to in the preceding sentence to Parent as soon as practicable following the execution of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Clarent Corp/Ca)

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

Appears in 1 contract

Samples: Merger Agreement (Standard Federal Bancorporation Inc)

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

Appears in 1 contract

Samples: Merger Agreement (Abn Amro Bank Nv)

Fairness Opinion. The Company's board Board of directors Directors has received the a written opinion of XX Xxxxxx H&Qfrom Grant Thornton LLP, financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that that, xx xx xxx xxxe hereof and based upon and subject to the matters stated therein, the consideration to be received by the Company's stockholders of the Company in the Merger is fair to the Company's stockholders of the Company from a financial point of view. The Company will furnish an accurate , and complete has delivered to Parent a copy of said opinion to Parentsuch opinion.

Appears in 1 contract

Samples: Merger Agreement (Symantec Corp)

Fairness Opinion. The Company's board Board of directors Directors of the Company has received the written opinion of XX Xxxxxx H&QXxxxx, financial advisor Xxxxxxxx & Xxxxx, Inc., to the Companyeffect that, as of the date of this Agreement, to the effect that the consideration Merger Consideration to be received by the stockholders shareholders of the Company in the Merger is fair to the stockholders of the Company such shareholders from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

Appears in 1 contract

Samples: Merger Agreement (Harrington Financial Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!