Common use of Fairness Opinions Clause in Contracts

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. (i) 1st Financial ACB shall have received from The Xxxxxx Xxxxxx Company XxXxxx Partners, LLC a written opinion (the “1st Financial ACB Fairness Opinion”) to the effect that payment of the Consideration is fair, from a financial point of view, to 1st Financial ACB and its shareholders as of the date of approval of this Agreement by its Board of Directors; and The Xxxxxx Xxxxxx Company XxXxxx Partners, LLC shall have delivered a letter to 1st FinancialACB, 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 ACB and its shareholders. (ii) AB&T FNB shall have received from FIG Partners, LLC The Xxx Group a written opinion (the “AB&T FNB Fairness Opinion”) to the effect that the Consideration received by AB&TFNB’s shareholders is fair, from a financial point of view, to AB&T FNB and its shareholders as of the date of approval of this Agreement by its Board of Directors; and FIG Partners, LLC The Xxx Group shall have delivered a letter to AB&TFNB, 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&TFNB’s shareholders is fair, from a financial point of view, to AB&T FNB and its shareholders.

Fairness Opinions. (i) 1st Financial Corporation shall have received from The Xxxxxx Xxxxxx Company Xxxx Xxxx & Co., Inc. a written opinion (the “1st "Financial Corporation Fairness Opinion”") to the effect that payment of the Consideration is fair, from a financial point of view, to 1st Financial Corporation and its shareholders as of the date of approval of this Agreement by its Board of Directors; and The Xxxxxx Xxxxxx Company and, Xxxx Xxxx & Co., Inc. shall have delivered a letter to 1st FinancialFinancial Corporation, 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 Corporation and its shareholders. (ii) AB&T Community Bank shall have received from FIG PartnersXxxxx & Xxxxxxxxxxxx, LLC Inc. a written opinion (the “AB&T "Community Bank Fairness Opinion”") to the effect that the Consideration received by AB&T’s Community Bank's shareholders is fair, from a financial point of view, to AB&T Community Bank and its shareholders as of the date of approval of this Agreement by its Board of Directors; and FIG PartnersXxxxx & Xxxxxxxxxxxx, LLC Inc. shall have delivered a letter to AB&TCommunity Bank, 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 Community Bank's shareholders is fair, from a financial point of view, to AB&T Community Bank and its shareholders.