Financial Advisors, Etc Clause Samples

Financial Advisors, Etc. (a) None of Parent, its Subsidiaries or any of their respective officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated hereby, except that, in connection with this Agreement, the Parent Board of Directors has retained ▇.▇. ▇▇▇▇▇▇ Securities LLC, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. as its financial advisor. The Parent Board of Directors has received the opinion of ▇.▇. ▇▇▇▇▇▇ Securities LLC to the effect that, as of the date thereof, and on the basis of and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof as set forth in such opinion, the aggregate Merger Consideration to be paid by Parent in the Merger pursuant to this Agreement is fair, from a financial point of view, to Parent. (b) None of the Company, its Subsidiaries or any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, the Company Board of Directors has retained PJT Partners LP as its financial advisor. The Company Board of Directors has received the opinion of PJT Partners LP to the effect that, as of the date thereof, and on the basis of and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof as set forth in such opinion, the Merger Consideration to be paid to holders of Company Common Stock in the Merger pursuant to this Agreement is fair, from a financial point of view, to such holders.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or Employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, it has retained Deutsche Bank Securities Inc. as its financial advisor with respect to the transactions contemplated by this Agreement, the arrangements with which have been disclosed to the other party prior to the date hereof. As of the date hereof, the CIMA Board has received a written opinion of Deutsche Bank Securities Inc. to the effect that, as of the date of such opinion, the Merger Consideration is fair from a financial point of view to the holders of CIMA Common Stock.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, NAL has retained JPMorgan Securities, Inc. as its financial advisor, and a true and complete copy of its arrangements with JPMorgan Securities, Inc. has been disclosed to FNFG prior to the date hereof. As of the date hereof, NAL has received the written opinion of JPMorgan Securities, Inc. to the effect that, as of the date of the opinion, the Merger Consideration is fair from a financial point of view to holders of NAL Common Stock, and a true and complete copy of such opinion has been delivered to FNFG.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, Central Pacific has retained Bear, ▇▇▇▇▇▇▇ & Co. Inc., as its financial advisor and CB Bancshares has retained Sandler ▇'▇▇▇▇▇ & Partners, L.P., as its financial advisor, the respective engagement letters with which have been provided to the other party prior to the date hereof. As of the date hereof: (1) CB Bancshares has received a written opinion of Sandler ▇'▇▇▇▇▇ & Partners, L.P., to the effect that the Merger Consideration is fair from a financial point of view to holders of CB Bancshares Common Stock. (2) Central Pacific has received a written opinion of Bear, ▇▇▇▇▇▇▇ & Co. Inc., to the effect that the Merger Consideration is fair from a financial point of view to Central Pacific and holders of Central Pacific Common Stock.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, FNFG has retained Sandler ▇’▇▇▇▇▇ & Partners, L.P. as its financial advisor. As of the date hereof, FNFG has received the written opinion of Sandler ▇’▇▇▇▇▇ & Partners, L.P. to the effect that, as of the date of the opinion, the Merger Consideration to be paid by FNFG to the stockholders of NAL is fair from a financial point of view to FNFG, and a true and complete copy of such opinion has been delivered to NAL.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or Employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, it has retained ▇.▇. ▇▇▇▇▇▇ Securities Inc. as its financial advisor with respect to the transactions contemplated by this Agreement, the arrangements with which have been disclosed to the other party prior to the date hereof. As of the date hereof, the Cephalon Board has received a written opinion of ▇.▇. ▇▇▇▇▇▇ Securities Inc. to the effect that, as of the date of such opinion, the Merger Consideration is fair from a financial point of view to Cephalon.

Financial Advisors, Etc. None of it, its Subsidiaries or any of their officers, directors or Employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated herein, except that, in connection with this Agreement, it has retained J.P. Morgan Securities Inc. as its financial advisor with respect to t▇▇ ▇▇▇▇▇▇▇▇ions contemplated by this Agreement, the arrangements with which have been disclosed to the other party prior to the date hereof. As of the date hereof, the Cephalon Board has received a written opinion of J.P. Morgan Securities Inc. to the effect that, as of the date of such ▇▇▇▇▇▇▇, ▇he Merger Consideration is fair from a financial point of view to Cephalon.