Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger is fair to such stockholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxx Brothers, dated the date of this Agreement, to the effect that, as of such date, subject to the various assumptions and qualifications set forth therein, the aggregate consideration offered to be received by the Company's stockholders ’s shareholders in the Merger Transactions is fair to such stockholders fair, from a financial point of view, and to such shareholders, a signed copy of such which opinion has been delivered will be furnished to Parentthe Parent promptly following its receipt.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. LLC, dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the Company’s stockholders, a signed copy of such which opinion has been been, or will promptly be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.SunTrust Xxxxxxxx Xxxxxxxx, dated as of the date of this Agreementthe meeting of the Company's Board of Directors referred to in Section 3.01(d) above, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of shares of Company Common Stock, a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxx Xxxxx Xxxxxx & Xo.Company, LLC, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders of the Company in the Merger is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Xxxxxx Xxxxxx Partners LLC (the “Company Financial Advisor”), has received delivered to the Company Board (or any special committee thereof) a written opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, Agreement to the effect thateffect, as of such date, the consideration to be received by the Company's stockholders in that the Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, and a signed copy of such opinion which has been delivered provided to Parentthe Buyer.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of Shares, a signed true and complete copy of such which opinion has been delivered or will promptly be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx, Xxxxxxxx & Xo.Xxxx, Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock not affiliated with Parent is fair to such stockholders holders from a financial point of view, view and a signed copy of such the signed opinion has been delivered provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.the Financial Advisor, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The board of directors of the Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., LLC dated the date of this Agreement, to the effect that, as of such date, and subject to the consideration to be received by the Company's stockholders in various assumptions and qualifications set forth therein, the Merger Consideration is fair to such stockholders from a financial point of view, to holders of Company Common Stock (the “Fairness Opinion”). A signed correct and a signed complete copy of such opinion the Fairness Opinion has been delivered to ParentParent prior to or concurrently with the execution and delivery of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.the Company Financial Advisor, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock is fair to such stockholders holders from a financial point of view, . The Company shall provide a complete and a correct signed written copy of such opinion to Parent as soon as practicable after the date of this Agreement for information purposes only and the Company has been delivered received the consent of the Company Financial Advisor to Parentinclude such written opinion in the Proxy Statement/Prospectus.

Opinion of Financial Advisor. The Company Xxxxxx, Xxxxxxxx & Company, Incorporated has received delivered to the opinion Company’s Board of Merrxxx Xxxcx & Xo.Directors its written opinion, dated the date of this Agreementhereof, to the effect that, as of such datethe date hereof and based upon and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration Merger Consideration to be received by the Company's stockholders holders of Company Shares in connection with the Merger pursuant to the Merger Agreement is fair to such stockholders holders of Company Shares, from a financial point of view, and a signed true and complete copy of such which opinion has been delivered will promptly be provided to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxxxxxx Xxxxxxx & Xo.Co., dated the date of the Board's approval of this Agreement, to the effect that, as of such date, the consideration Merger Consideration to be received by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo.Xxxxx Incorporated, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the various assumptions and limitations set forth therein, the consideration to be received by the Company's stockholders in the Merger by holders of Company Common Stock pursuant to this Agreement is fair to such stockholders fair, from a financial point of view, and to such holders, a signed copy of such which opinion has been delivered will be made available to ParentParent for informational purposes only promptly following the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co. (the “Company Financial Advisor”), dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration to be received by the Company's stockholders holders of the Company Common Stock, taken in the Merger aggregate, is fair to such stockholders from a financial point of viewview to such holders, and a signed copy of such which opinion has been will be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company Board has received the written opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates, Inc. (the “Financial Advisor”), dated the date of this Agreement, to the effect that, as of such datethe date hereof and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in holders of Common Shares pursuant to the Merger is fair to such stockholders holders from a financial point of view, and . The Company has made available a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.---------------------------- Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, dated as of the date of this Agreement, to the effect that, as of such date, the consideration Merger Consideration to be received by the Company's stockholders in shareholders of the Company pursuant to the Merger is fair to such stockholders shareholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx each of Credit Suisse and Duff & Xo.Pxxxxx, LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock, other than the Excluded Persons, is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been (or will be promptly following the date of this Agreement) delivered to Parent.

Opinion of Financial Advisor. The Company has received the an opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such datethe date hereof, the consideration to be received by holders of Company Common Shares in the Company's stockholders in Offer and the Merger is fair to such stockholders fair, from a financial point of view, and a signed to such holders. A complete copy of such opinion has been delivered will be made available to Parent.Parent as soon as practicable after the date of this Agreement

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., Xxxxxx Xxxxxxx dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, to the holders of Shares, a true and a signed correct copy of such opinion which has been delivered provided to ParentBuyer.

Opinion of Financial Advisor. The financial advisor of the Company, X.X. Xxxxxxxx & Co. (the “Financial Advisor”), has delivered to the Company has received the an opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, Agreement to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the holders of Company Common Shares from a financial point of view, and a signed . The Company shall deliver an executed copy of such opinion has been delivered to Parentthe Parent (solely for informational purposes) promptly following receipt of such opinion in written form.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.J.P. Xxxxxx, dated xxted the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the holders of the Company's stockholders in the Merger stock is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been shall be delivered to ParentParent as soon as practicable after the date hereof.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger and as a result of the Special Dividend by the holders of shares of Company Common Stock is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxx-Xxxxxx Capital Group, LLC (the “Financial Advisor”), has delivered to the Company has received the an opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, Agreement to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, and a signed copy of such opinion has been which will be delivered to Parentthe Parent as soon as possible on or following the date hereof.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo., dated the date of this AgreementCo., to the effect that, as of the date of such dateopinion, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the Company's stockholders holders of Company Common Stock in connection with the Merger is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Merrxxx Xxxcx Xxxxx & Xo.Company, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such opinion has been will promptly be delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxx Xxxxxxx, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion (to be confirmed in writing) of Merrxxx Xxxcx & Xo.Xxxxxx Xxxxxxxxxx Xxxxx LLC (the “Company’s Financial Advisor”), financial advisor to the Company, dated the date of this AgreementMarch 15, 2020 to the effect that, as of such date, the consideration to be received by the Company's stockholders in that the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the common stockholders of the Company. The Company will make available to Parent solely for informational purposes a signed copy of such fairness opinion has been delivered to Parentpromptly following the date of this Agreement.

Opinion of Financial Advisor. The Company Parent has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. LLC, dated the date of this Agreement, to the effect that, as of such datedate and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to Parent, and a signed copy of such which opinion has been delivered will be made available to Parentthe Company for informational purposes only promptly following the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Sagent Advisors Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent and U.S. Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such the Company’s stockholders from a financial point of view, and a signed . A written copy of such opinion has been will be delivered promptly after the date hereof to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company has received the opinion opinions of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co. and Xxxxxx Xxxxxxx & Co. Incorporated, each dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in date of this Agreement the Merger Consideration is fair to such stockholders fair, from a financial point of view, to the holders of Company Shares (other than the Principal Stockholders and a signed copy their principal stockholder). Complete and correct copies of such opinion has been signed opinions will be delivered to ParentNewco simultaneously with the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxxxxxx Xxxxxxx & Xo.Co., dated the date as of this AgreementJanuary 6, 2000, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Company Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Merrxxx Xxxcx Rxxxxxx Jxxxx & Xo.Associates and Sxxxxx, Xxxxxxxx & Company, Incorporated, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's ’s stockholders in the Merger is fair to such the Company’s stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to ParentParent and Merger Sub.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and a to the holders of shares of Company Common Stock. A signed copy of such opinion has been will be delivered to ParentParent promptly after the execution of this Agreement.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxx Xxxxx, has delivered to the Company has received the an opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, Agreement to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, and a signed copy of such opinion which has been delivered provided to ParentBuyer.

Opinion of Financial Advisor. The financial advisor of the ---------------------------- Company, Xxxxxx Xxxxxxx Xxxx Xxxxxx, has delivered to the Company has received an opinion dated the opinion date of Merrxxx Xxxcx & Xo., dated this Agreement to the effect that as of the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the stockholders of the Company is fair to such stockholders fair, from a financial point of view, to the stockholders of the Company. The Company has provided a complete and a signed correct copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxx Xxxxxxxx Partners LP (the “Financial Advisor”), has delivered to the Company has received the an opinion of Merrxxx Xxxcx & Xo., dated the date of this Agreement, Agreement to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the holders of Company Common Stock from a financial point of view, and a signed copy of such opinion has been which will be delivered to Parentthe Parent as soon as possible on or following the date hereof.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Wedbush Securities Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of Shares, a signed true and complete copy of such which opinion has been delivered or will promptly be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. Incorporated (“Xxxxxx Xxxxxxx”), dated September 19, 2008, to the effect that the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock, a copy of which opinion has been delivered to the Parent or will be delivered to the Parent promptly following the date of this Agreement, to the effect that, as of . It is agreed and understood that such date, the consideration to opinion may not be received relied on by the Company's stockholders in Parent or the Merger is fair to such stockholders from a financial point of view, and a signed copy of such opinion has been delivered to ParentSub.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Duff & Xo.Xxxxxx, LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered will be made available to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx X.X. Xxxxxxxx & Xo.Co. (the "Company Financial Advisor"), dated the date of this Agreementhereof, to the effect that, as of such datethe date hereof, the consideration to be received by the Company's stockholders in the Merger by the shareholders of the Company is fair to such stockholders from a financial point of viewview to the shareholders of the Company, and a signed true and complete copy of such opinion has been delivered to ParentParent prior to the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co. (the "Financial Advisor"), dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger shareholders is fair to such stockholders the Company's shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered been, or promptly upon receipt thereof will be, made available to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxx Xxxxxxx, dated on or about the date of this Agreement, to the effect that, as of such datedate and based upon the considerations and subject to the assumptions stated in its opinion, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of shares of Company Common Stock, a signed true and complete copy of such which opinion has been delivered or will promptly be provided to ParentParent for informational purposes.

Opinion of Financial Advisor. The Company has received ----------------------------- the opinion of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been will promptly be delivered to ParentParent upon receipt by the Company.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo.Xxxxx Incorporated, dated financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration to be received by the Company's stockholders in the Merger by holders of shares of Company Stock (other than Parent, Merger Subsidiary and holders of Appraisal Shares) is fair to such stockholders fair, from a financial point of view, and a to such holders. A signed copy of such opinion has been delivered will be made available to ParentParent for information purposes only promptly following the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, in customary form to the effect that, as of such datethe date of this Agreement, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in of the Merger Company pursuant to this Agreement is fair to such stockholders from a financial point of view, and a signed copy copies of such opinion has which opinions have been delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxxxx & Xo.Company, dated the date of this Agreement, Inc. to the effect that, as of such datethe date of this Agreement, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in of the Merger Company pursuant to this Agreement is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent solely for informational purposes as promptly as practicable after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co. (the “Company Financial Advisor”), dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration to be received by the Company's stockholders in holders of the Company Shares pursuant to the Merger is fair to such stockholders from a financial point of viewview to the holders of such shares, and a complete and correct signed copy of such opinion has been delivered will be made available to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, subject to the assumptions, qualifications and other matters set forth therein, as of such date, the consideration to be received by the Company's stockholders holders of Shares (other than as set forth in the Merger such opinion) pursuant to this Agreement, is fair to such stockholders fair, from a financial point of view, and to such holders of Shares, a signed true and complete copy of such which opinion has been delivered provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxxxxxx & Xo.Co. Inc., dated financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the Company’s shareholders from a financial point of view, and a signed . A copy of such opinion has been delivered will be provided to ParentParent promptly following receipt by the Company for information purposes.

Opinion of Financial Advisor. The Company has received the opinion opinion, to be confirmed in writing, of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo., dated the date of this Agreement, Co. Incorporated ("Xxxxxx Xxxxxxx") to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders holders of Class A Common Stock in the Merger is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx UBS Securities LLC and Gxxxxxx, Sxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the Company’s stockholders, a signed copy of such which opinion has been will be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxxx Xxxxxx & Xo.Partners Inc., dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration to be received by paid to the Company's stockholders in the Merger holders of Shares is fair to such stockholders fair, from a financial point of view, and a signed to such holders. A copy of such opinion has been shall be delivered to ParentParent promptly after the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Merrxxx Xxxcx Xxxxxxx & Xo.Company, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates and Xxxxxx, Xxxxxxxx & Company, Incorporated, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's ’s stockholders in the Merger is fair to such the Company’s stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to ParentParent and Merger Sub.

Opinion of Financial Advisor. The Company Board has received the opinion of Merrxxx Xxxcx Xxxxxx Capital Markets & Xo., dated Advisory on or prior to the date of this Agreement, to the effect that, as of the date of such dateopinion and subject to the assumptions and limitations set forth therein, the consideration to be received by the Company's stockholders in the Merger Consideration, is fair to such stockholders fair, from a financial point of view, and a signed to the holders of Company Common Stock. An executed copy of such opinion has been will be delivered to ParentParent solely for informational purposes after execution of this Agreement, and it is agreed and understood that such opinion may not be relied on by Parent or Sub.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxxxx Xxxxxxxx & Xo.Company, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been promptly delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo., Pxxxxxx Xxxxxxxx Partners LP dated the date of this Agreement, to the effect that, as of such date, the consideration Equity Consideration to be received in the Merger by the Company's stockholders in the Merger ’s shareholders is fair to such stockholders the Company’s shareholders from a financial point of view, and a signed . A copy of such opinion has been delivered to ParentParent and Merger Sub.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo., dated the date of this AgreementXxxxx Incorporated, to the effect that, as of the date of such dateopinion, the consideration Merger Consideration to be received by paid to the Company's stockholders in the Merger holders of Shares is fair to such stockholders fair, from a financial point of view, and a signed to such holders. A copy of such opinion has been shall be delivered to ParentParent promptly after the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxxxxxx Xxxxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such stockholders holders of the Company Common Stock from a financial point of view, and a signed copy of such which opinion has been delivered to ParentSub.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Merrxxx Xxxcx Xxxxxxxxx, Lufkin & Xo., dated the date of this Agreement, Xxxxxxxx Securities Corporation to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger shareholders is fair to such stockholders the Company's shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been been, or will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Dxxxxxx, Xxxxxx & Xo.Axxxx, LLC, dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration Merger Consideration to be received by the Company's stockholders in the Merger is fair to such stockholders the Company's shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been will be delivered to ParentParent for informational purposes only promptly after the Company's receipt thereof.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx & Xo.Rxxx Capital Partners, LLC dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by paid in the Company's stockholders in Offer and the Merger is fair to such stockholders fair, from a financial point of view, to the holders of Company Common Stock, and has provided a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, that the consideration Merger Consideration to be received in the Merger by the Company's stockholders in the Merger is fair to such stockholders the holders of the Company Common Stock from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.its financial advisor, Mxxxxxx Lxxxx, dated as of the date of this Agreement, to the effect that, in its opinion, as of such date, date the consideration to be received by the Company's stockholders of the Company in the Merger is fair to such stockholders fair, from a financial point of view, to such stockholders. The Company has provided, or will provide, a complete and a signed correct copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of Merrxxx Xxxcx & Xo.Xxxxxxx Xxxxx, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to the Company's stockholders, and a signed copy of such opinion which has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Mxxxxx Sxxxxxx & Xo.Co. Incorporated financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that, as of the date of such dateopinion, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the Company’s shareholders from a financial point of view, and a signed copy of such which opinion has been delivered to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.The Robixxxx-Xxxxxxxx Xxxpany, LLC, the Company's financial advisor dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders is, in the Merger is opinion of such advisors, fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the ----------------------------- opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo., dated the date of this AgreementCo., to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of shares of Company Common is fair to each such stockholders holder from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo., dated the date of this Agreement, Co. to the effect that, as of such datethe date of this Agreement, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in of the Merger Company pursuant to this Agreement is fair to such stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx & Xo.Xxxxx Xxxxxxx, dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, to the Company's stockholders (other than Parent and Merger Sub), a signed copy of such which opinion has been will be delivered (solely for informational purposes) to ParentParent promptly after receipt thereof by the Company.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxx Xxxxxxx Xxxx Xxxxxx, has delivered to the Company has received an opinion dated the opinion date of Merrxxx Xxxcx & Xo., dated this Agreement to the effect that as of the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the stockholders of the Company is fair to such stockholders fair, from a financial point of view, to the stockholders of the Company. The Company has provided a complete and a signed correct copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. LLC, dated the date of this Agreement, to the effect that, as of such datedate and subject to the various qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger holders of Company Common Stock is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been shall be delivered to ParentParent solely for informational purposes promptly after the date hereof.

Opinion of Financial Advisor. The Company has received the opinion opinions of Merrxxx Xxxcx & Xo.Xxxxx Xxxxxx Incorporated and ING Baring Xxxxxx Xxxx LLC, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders paid in the Merger is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Merrxxx Xxxcx Xxxxxxxxx & Xo.Associates, financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that, as of the date of such dateopinion, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such the Company’s stockholders from a financial point of view, and a signed written copy of such which opinion has been delivered or will be delivered promptly after the date hereof to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company Xxxxxx, Xxxxxxxx & Company, Incorporated has received delivered to the opinion Company’s Board of Merrxxx Xxxcx & Xo.Directors its written opinion, dated the date of this Agreementhereof, to the effect that, as of such datethe date hereof and based upon and subject to the matters set forth therein, the consideration Merger Consideration to be received by the Company's stockholders holders of Company Shares in connection with the Merger pursuant to the Merger Agreement is fair to such stockholders holders of Company Shares, from a financial point of view, and a signed . An executed copy of such the opinion has been delivered or will be promptly made available to Parent.

Opinion of Financial Advisor. The Company has received the opinion (the "Company Fairness Opinion") of Merrxxx Xxxcx Xxxxxxx, Xxxxx & Xo.Co., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of view, and a signed copy view to the holders of such opinion has been delivered to ParentCompany Shares.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo., dated Company ("Xxxxxxx Xxxxx") on or prior to the date of this Merger Agreement, to ------------- the effect that, as of the date of such dateopinion, the consideration to be received by pursuant to the Company's stockholders in the transactions contemplated under this Merger Agreement is fair to such stockholders the Company Shareholders from a financial point of view, and the Company will promptly, after the date of this Merger Agreement, deliver a signed copy of such opinion has been delivered to ParentAcquiror.

Opinion of Financial Advisor. The Company has received the opinion ---------------------------- of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Company L.L.C., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders in the Merger shareholders (other than Parent or any affiliate thereof) is fair to such stockholders holders of Shares from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Xxxxxx has received the opinion of Merrxxx Xxxcx Xxxxxxxxx & Xo.Company, dated Inc. on the date of this Agreement, Agreement to the effect that, as of such date, the consideration to be received by the Company's stockholders in that the Merger Consideration is fair to such stockholders fair, from a financial point of view, and a signed copy of such opinion has been delivered to ParentXxxxxx.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Lynch, Pierce, Xxxxxx & Xo.Xxxxx Incorporated, dated financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such the Company’s stockholders from a financial point of view, an accurate and a signed complete copy of such which opinion has been delivered will be made available to ParentParent promptly following the execution and delivery of this Agreement for informational purposes.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Associates, dated Inc., financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such the Company’s stockholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Morgxx Xxxnxxx Xxxx Xxxxxx & Xo., . dated the date of this Agreementhereof, to the effect that, 37 33 as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxx, Xxxxxxxx & Xo.Xxxxx, dated as of the date of this Agreementhereof, to the effect that, as of such datethe date hereof, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the Company’s shareholders from a financial point of view, and a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Gxxxxx Xxxxxx Xxxxxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders fair, from a financial point of view, and to the holders of shares of Company Common Stock, a signed copy of such which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.the Company’s Banker, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered will be made available to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.the Company's Banker, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of viewview to holders of shares of Company Common Stock, and a signed copy of such which opinion has been delivered will be made available to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The ----------------------------- Company has received the opinion of Merrxxx Xxxcx Xxxxxxx, Sachs & Xo.Co., dated the date of this Agreement, to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to such stockholders from a financial point of viewfair, and a complete and correct signed copy of such opinion has been been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Thomxx Xxxsxx Xxxtners LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger shareholders is fair to such stockholders the Company's shareholders (other than Parent and Sub) from a financial point of view, and a signed copy of such opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. Incorporated, dated October 25, 2007, to the effect that the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock, a copy of which opinion has been delivered to the Parent or will be delivered to the Parent promptly following the date of this Agreement, to the effect that, as of . It is agreed and understood that such date, the consideration to opinion may not be received relied on by the Company's stockholders in Parent or the Merger is fair to such stockholders from a financial point of view, and a signed copy of such opinion has been delivered to ParentSub.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxxxxx LLC, dated as of the date of this Agreement, to the effect that, as of such date, the consideration Merger Consideration to be received pursuant to the Merger Agreement by the Company's stockholders in holders of the Merger Company Common Stock is fair to such stockholders holders from a financial point of view, . A correct and a complete signed copy of such opinion has been will be delivered to Parentthe Buyer Parties solely for informational purposes promptly after the date hereof. Xxxxxxxxx LLC has consented to the inclusion of such opinion in the Proxy Statement.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Oxxxxxxxxxx & Xo.Co. Inc., dated financial advisor to the date of this AgreementCompany, to the effect that, as of such datethe date of this Agreement, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders the Company’s shareholders from a financial point of view, and a signed . A copy of such opinion has been delivered will be provided to ParentParent promptly following receipt by the Company for information purposes.

Opinion of Financial Advisor. The Company has received the written opinion of Merrxxx Xxxcx each of Credit Suisse and Duff & Xo.Xxxxxx, LLC, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger by the holders of Company Common Stock, other than the Excluded Persons, is fair to such stockholders holders from a financial point of view, and a signed copy of such which opinion has been (or will be promptly following the date of this Agreement) delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxx Xxxxxxx & Xo.Co. Incorporated, dated the date of this Agreementhereof, to the effect that, as of such date, the consideration Merger Consideration to be received in the Merger by the Company's stockholders in the Merger shareholders is fair to such stockholders the Company's shareholders from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent promptly after the execution of this Agreement. ARTICLE 4.

Opinion of Financial Advisor. The Company has received the opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreementhereof, to the effect that, as of such datethe date hereof, the consideration to be received by the Company's stockholders in the Merger by the stockholders of the Company is fair to such stockholders from a financial point of viewview to the stockholders of the Company, and a signed true and complete copy of such opinion has been delivered to ParentParent prior to the execution of this Agreement.

Opinion of Financial Advisor. The Company Company's Board of Directors has received the opinion of Merrxxx Xxxcx & Xo.Xxxxxx Xxxxxxx Xxxx Xxxxxx, dated the date of this Agreement, to the effect that, as of such date, the consideration to be received by the Company's stockholders in the Merger Consideration is fair to such stockholders from a financial point of view, and a view to holders of shares of Common Stock. A signed copy of such opinion has been delivered will be made available to ParentParent promptly after the date hereof.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Merrxxx Xxxcx Xxxxxxx Xxxxx & Xo.Co., dated the date of this Agreementin customary form, to the effect that, as of such datethe date of this Agreement, the consideration to be received in the Merger by the Company's stockholders in the Merger (other then Parent and its affiliates) is fair to such the Company's stockholders from a financial point of view, and a signed copy of such which opinion has been will be delivered to ParentParent by the Company promptly after receipt by the Company.