Fairness Opinions. (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement.
(b) Unless waived by IXC, there shall have been delivered to IXC an opinion of independent investment bankers selected by IXC, in form and substance satisfactory to IXC, as to the fairness to IXC from a financial point of view of the transactions contemplated by, and in connection with, this Agreement.
Fairness Opinions. (i) 1st Financial shall have received from The Xxxxxx Xxxxxx Company a written opinion (the “1st Financial Fairness Opinion”) to the effect that payment of the Consideration is fair, from a financial point of view, to 1st Financial and its shareholders as of the date of approval of this Agreement by its Board of Directors; and The Xxxxxx Xxxxxx Company shall have delivered a letter to 1st Financial, updated as of a date within five business days preceding the mailing date of the Joint Proxy Statement/Prospectus, to the effect that it remains its opinion that payment of the Consideration is fair, from a financial point of view, to 1st Financial and its shareholders.
(ii) AB&T shall have received from FIG Partners, LLC a written opinion (the “AB&T Fairness Opinion”) to the effect that the Consideration received by AB&T’s shareholders is fair, from a financial point of view, to AB&T and its shareholders as of the date of approval of this Agreement by its Board of Directors; and FIG Partners, LLC shall have delivered a letter to AB&T, updated as of a date within five business days preceding the mailing date of the Joint Proxy Statement/Prospectus, to the effect that it remains its opinion that the Consideration received by AB&T’s shareholders is fair, from a financial point of view, to AB&T and its shareholders.
Fairness Opinions. The Company has received an oral opinion from the Financial Advisor that the Offer is fair from a financial point of view to the Shareholders and the Financial Advisor shall provide its written Fairness Opinion, in form and substance satisfactory to the Offeror, acting reasonably, for inclusion in the Directors’ Circular.
Fairness Opinions. Each of Camber and Viking shall have received an opinion, in writing, to the effect that as of the date thereof and based upon and subject to the matters set forth therein, the Exchange Ratio in the Merger is fair, from a financial point of view, to Camber or Viking, as applicable, and their shareholders. Such opinion shall not have been materially amended or rescinded immediately as of the Closing.
Fairness Opinions. Prior to the execution of this Agreement, Continental has received the oral opinion (to be confirmed in writing) of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. Incorporated to the effect that, as of the date thereof and based upon and subject to the matters and limitations set forth in such written opinions, the Exchange Ratio is fair from a financial point of view to the holders of Continental Common Stock. Such opinions have not been amended or rescinded as of the date of this Agreement. Copies of the written opinions of each of Lazard Frères & Co. LLC and Xxxxxx Xxxxxxx & Co. Incorporated will be delivered to United for informational purposes only promptly following receipt thereof by Continental.
Fairness Opinions. United shall use commercially reasonable efforts to promptly obtain (a) the written opinion of Xxxxxx Xxxxxxx satisfactory in form, scope and substance to United to the effect that as of the date thereof the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of United Class A Stock (other than Liberty, New United, the Founders and their respective Affiliates) (the "Exchange Ratio Fairness Opinion") and (b) the written opinion of Xxxxxx Xxxxxxx, satisfactory in form, scope and substance to United, as required pursuant to Section 4.11 of the Senior Secured Indenture with respect to the transactions contemplated hereby and by the other Transaction Documents (the "Indenture Fairness Opinion" and, together with the Exchange Ratio Fairness Opinion and the Stock Purchase Fairness Opinion, the "Fairness Opinions"), and has taken or will take such other actions as are required to comply with such sections of the Specified Indentures. United will provide Liberty with true and complete copies of the Exchange Ratio Fairness Opinion and the Indenture Fairness Opinion promptly following its receipt thereof and will include an executed copy of the Exchange Ratio Fairness Opinion in the Proxy Statement and the Registration Statement.
Fairness Opinions. On or prior to the Closing, the parties shall have received an opinion or opinions from an investment banking firm or other business evaluation firm mutually acceptable to the Company and Acquisition, addressed to the board of directors of the Company, to the effect that this Agreement, the Asset Purchase Agreement and related transactions contemplated by this Agreement are fair to the stockholders of the Company from a financial point of view.
Fairness Opinions. The Company has received an oral opinion from each of the Financial Advisors that the Offer is fair from a financial point of view to the Shareholders (other than Agnico-Eagle and its affiliates) and each of the Financial Advisors shall provide its written Fairness Opinion, in form and substance satisfactory to Agnico-Eagle, acting reasonably, for inclusion in the Directors’ Circular.
Fairness Opinions. The Special Committee has received the Fairness Advisor Fairness Opinion in oral form and the Exeter Board has received the Fairness Opinion in oral form, which opinions have not been modified, amended, qualified or withdrawn. A true and complete copy of the Fairness Advisor Fairness Opinion and the Fairness Opinion will be provided by the Company to the Purchaser promptly following delivery by the Fairness Advisor and the Financial Advisor, respectively.
Fairness Opinions. It shall be a condition to the mailing of the Joint Proxy/Registration Statement to the shareholders of WPL, IES and Interstate that
(i) WPL shall have received an opinion from Xxxxxxx, dated the date of the Joint Proxy/Registration Statement, to the effect that, as of the date thereof, the IES Ratio and the Interstate Ratio are fair to WPL from a financial point of view,
(ii) IES shall have received an opinion from Xxxxxx, dated the date of the Joint Proxy/Registration Statement, to the effect that, as of the date thereof, the IES Ratio, taking into account the Interstate Ratio, is fair from a financial point of view to the holders of IES Common Stock, and
(iii) Interstate shall have received an opinion from Salomon, dated the date of the Joint Proxy/Registration Statement, to the effect that, as of the date thereof, the consideration to be received by the holders of Interstate Common Stock in the Interstate Merger is fair from a financial point of view to the holders of Interstate Common Stock.
