Common use of Fairness Opinion Clause in Contracts

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Shares, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Adam Inc)

AutoNDA by SimpleDocs

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor an independent financial advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MGC Parent LLC), Agreement and Plan of Merger (MGC DIAGNOSTICS Corp)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the limitations, qualifications and assumptions set forth therein, the consideration to be received in the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of Sharessuch holders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor an independent financial advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Stock (the “Fairness Opinion”), and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Capital Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of Sharesshares of Company Capital Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)

Fairness Opinion. The Company has received the opinion of the a Company Financial Advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked revoked, or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)

Fairness Opinion. The Company Board has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lca Vision Inc)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration to be received by holders of Shares (other than Parent and Merger Subsidiary) is fair, from a financial point of view, to the holders of Shares, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perceptron Inc/Mi)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked revoked, or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uqm Technologies Inc)

AutoNDA by SimpleDocs

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the such holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked revoked, or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iec Electronics Corp)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor (and, if it is in writing, has provided a correct and complete copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Golden Enterprises Inc)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor (and, if it is in writing, and has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tasty Baking Co)

Fairness Opinion. The Company has received the opinion of the Company Financial Advisor an independent financial advisor (and, if it is in writing, has provided a copy of such opinion to Parent) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Sharesshares of Company Stock (the "Fairness Opinion"), and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mines Management Inc)

Fairness Opinion. The Company has received the 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, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger Consideration by the holders of shares of Company Common Stock (other than Parent and Merger Sub) is fair, from a financial point of view, to the holders of Sharesshares of Company Common Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked revoked, or modified. The Company Board has reviewed the opinion of the Company Financial Advisor as part of its process of approving the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pfsweb Inc)

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