Common use of Fairness Opinions Clause in Contracts

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. United shall (a) 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 OpinionEXCHANGE RATIO FAIRNESS OPINION") and ), (b) use commercially reasonable efforts to promptly obtain the written opinion of Xxxxxx Xxxxxxx, 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 OpinionINDENTURE FAIRNESS OPINION" and, together with the Exchange Ratio Stock Purchase Fairness Opinion and the Stock Purchase Exchange Ratio Fairness Opinion, the "Fairness OpinionsFAIRNESS OPINIONS"), and has taken or will (c) take such other actions as are required to comply with such sections Section 4.11 of the Specified Indentures. United will Indenture, (d) provide Liberty with true and complete copies of the Exchange Ratio Fairness Opinion and the Indenture Fairness Opinion promptly following its receipt thereof thereof, and will (e) include an executed copy of the Exchange Ratio Fairness Opinion in the Proxy Statement and the Registration Statement.

Fairness Opinions. United shall (a) use commercially reasonable efforts to promptly obtain (a) the written opinion of Xxxxxx Xxxxxxx Morgan Stanley satisfactory in form, scope and substance to United to the effect that tx xxx exxxxx xhat 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) use commercially reasonable efforts to promptly obtain the written opinion of Xxxxxx Xxxxxxx, Morgan Stanley satisfactory in form, scope and substance to United, as required pursuant xx xxxuxxxx xxrsuant 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 Stock Purchase Fairness Opinion and the Stock Purchase Exchange Ratio Fairness Opinion, the "Fairness Opinions"), and has taken or will (c) take such other actions as are required to comply with such sections Section 4.11 of the Specified Indentures. United will Indenture, (d) provide Liberty with true and complete copies of the Exchange Ratio Fairness Opinion and the Indenture Fairness Opinion promptly following its receipt thereof thereof, and will (e) include an executed copy of the Exchange Ratio Fairness Opinion in the Proxy Statement and the Registration Statement.

Fairness Opinions. United shall (a) use commercially reasonable efforts to promptly obtain (a) the written opinion of Xxxxxx Xxxxxxx Morgan Stanley satisfactory in form, scope and substance to United to the effect xx xxe xxxxxx 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) use commercially reasonable efforts to promptly obtain the written opinion of Xxxxxx Xxxxxxx, Morgan Stanley satisfactory in form, scope and substance to United, as required xx xexxxxxx 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 Stock Purchase Fairness Opinion and the Stock Purchase Exchange Ratio Fairness Opinion, the "Fairness Opinions"), and has taken or will (c) take such other actions as are required to comply with such sections Section 4.11 of the Specified Indentures. United will Indenture, (d) provide Liberty with true and complete copies of the Exchange Ratio Fairness Opinion and the Indenture Fairness Opinion promptly following its receipt thereof thereof, and will (e) include an executed copy of the Exchange Ratio Fairness Opinion in the Proxy Statement and the Registration Statement.