Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. Prior to the execution of this Agreement, the Company Board has received the written opinion of the Company Financial Advisor to the effect that as of the date hereof, and based upon and subject to the matters set forth therein, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Willow Grove Bancorp Inc/New), Merger Agreement (KNBT Bancorp Inc), Merger Agreement (Northeast Pennsylvania Financial Corp)

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Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written opinion of the Company Financial Advisor to the effect that that, as of the date hereof, of this Agreement and based upon and subject to the matters qualifications and assumptions set forth therein, the Merger Consideration is fair to the holders of Company Common Stock fair, from a financial point of view. Such opinion has not been amended or rescinded , to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 4 contracts

Samples: Merger Agreement (Aevi Genomic Medicine, Inc.), Merger Agreement (Cerecor Inc.), Merger Agreement (Cerecor Inc.)

Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written opinion of the Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that that, as of the date hereof, of this Agreement and based upon and subject to the matters qualifications and assumptions set forth therein, the Merger Consideration is fair to the holders of Company Common Stock fair, from a financial point of view. Such opinion has not been amended or rescinded , to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 3 contracts

Samples: Merger Agreement (Valpey Fisher Corp), Merger Agreement (Access to Money, Inc.), Merger Agreement (Cardtronics Inc)

Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written opinion of the Company Financial Advisor to the effect that that, as of the date hereof, of this Agreement and based upon and subject to the matters qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration is fair to by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view. Such opinion has not been amended or rescinded , to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 2 contracts

Samples: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.)

Fairness Opinion. Prior to the execution of this Agreement, the Company Board has received the a written opinion of from the Company Financial Advisor to the effect that as of the date hereof, and based upon and subject to hereof the matters set forth therein, the Merger Consolidation Consideration is fair to the holders of Company Common Stock from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)

Fairness Opinion. Prior to the execution of this Agreement, the Company Board has received the written opinion of the Company Financial Advisor to the effect that as of the date hereof, and based upon and subject to the matters set forth therein, the Merger Consideration Exchange Ratio is fair to the holders of Company Common Stock from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Banknorth Group Inc/Me)

Fairness Opinion. Prior to the execution of this Agreement, the ---------------- Company Board has received the written opinion of the Company Financial Advisor to the effect that as of the date hereof, and based upon and subject to the matters set forth therein, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view. Such opinion has not been amended or rescinded as of the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Chester Valley Bancorp Inc)

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Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written oral opinion of the Company Financial Advisor to the effect that that, as of the date hereof, of this Agreement and based upon and subject to the matters qualifications and assumptions set forth therein, the Merger Consideration is fair to the holders of Company Common Stock fair, from a financial point of view. Such opinion has not been amended or rescinded , to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Appears in 1 contract

Samples: Merger Agreement (Sajan Inc)

Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written opinion of the Company Financial Advisor Xxxxxxx Xxxxx to the effect that that, as of the date hereof, of this Agreement and based upon and subject to the matters qualifications and assumptions set forth therein, the Merger Consideration to be received by the Company Shareholders pursuant to this Agreement is fair to the holders of Company Common Stock fair, from a financial point of view. Such opinion has not been amended or rescinded , to such Company Shareholders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Merger Agreement (Limeade, Inc)

Fairness Opinion. Prior to the execution of this Agreement, the The Company Board has received the written opinion of the Company Financial Advisor to the effect that that, as of the date hereof, set forth in the opinion letter and based upon and subject to the matters qualifications and assumptions set forth therein, the Merger Consideration is fair to the holders of Company Common Stock fair, from a financial point of view. Such opinion has not been amended or rescinded , to the holders of shares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked, or modified.

Appears in 1 contract

Samples: Merger Agreement (Torotel Inc)

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