Common use of Fairness Opinions Clause in Contracts

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.

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 XxxxxxxMerrill, dated the date of the Joint Proxy/Registration StatementXxatement, 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 XxxxxxMorgan, dated the date of the Joint Proxy/Registration StatementXxatement, 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.