Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinion, the Exchange Ratio was fair from a financial point of view to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawn.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Datum Inc)
Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxx Xxxxxxxxthe Company Financial Advisor, Inc. financial advisor to the Company, to the effect that, as of the date of hereof, and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Common Stock entitled to receive shares of Parent or any of its Subsidiaries or affiliates), and, as of Common Stock in the date hereof, such opinion has not been withdrawnFirst Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfmark Offshore Inc), Agreement and Plan of Merger (Tidewater Inc)
Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. Xxxxxx Xxxxxxx & Co. LLC to the effect that, as of the date of such opinionopinion and based on and subject to the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares Common Stock (other than Parent or any of its Subsidiaries or Parent, Merger Sub and their respective affiliates). A written copy of such opinion will be delivered, andon a non-reliance basis, as of promptly after the date hereof, such opinion has not been withdrawnhereof to Parent for informational purposes only.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (APA Corp), Agreement and Plan of Merger (Callon Petroleum Co)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxxbeen advised by its financial advisor, Inc. to the effect thatXxxxxxxxxx Securities, Inc., that in its opinion, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to the stockholders of the Company from a financial point of view view, a signed copy of which has been, or when available promptly will be, delivered to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Double Eagle Petroleum Co), Agreement and Plan of Merger (Petrosearch Energy Corp)
Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion (the “Company Fairness Opinion”) of Xxxxxxxxx Xxxxxxxx, Inc. X.X. Xxxxxx Securities LLC (the “Company Financial Advisor”) to the effect that, as of the date of such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Parent or any Common Stock. The Company shall, promptly following receipt of its Subsidiaries or affiliates)said opinion in written form, and, as furnish an accurate and complete copy of the date hereof, such opinion has not been withdrawnto Parent solely for informational purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)
Opinion of Financial Advisor. The Company has received the an opinion of Xxxxxxxxx XxxxxxxxXxxxxx Capital Securities, Inc. LLC, financial advisor to the Company, to the effect that, as of the date of such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of the Company Shares (other than Common Stock. A written copy of such opinion will be furnished, for informational purposes, to Parent as promptly as practicable following the receipt thereof by the Company. It is agreed and understood that such opinion may not be relied on by Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnMerger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enventis Corp), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)
Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxx Xxxxxxx & Co., has delivered to the Company has received an opinion dated on or about the opinion date of Xxxxxxxxx Xxxxxxxx, Inc. this Agreement to the effect that, that as of the date of such opiniondate, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as stockholders of the date hereofCompany. The Company has provided a true, complete and correct copy of such opinion to Parent. Such opinion has not been withdrawn, revoked or modified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Opinion of Financial Advisor. The Company has received an opinion from Xxxxxx Xxxxxxx, dated the opinion of Xxxxxxxxx Xxxxxxxxdate hereof, Inc. to the effect that, as of the date of such opiniondate, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Parent or any Common Stock. A copy of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnprovided to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exel LTD), Agreement and Plan of Merger (Nac Re Corp)
Opinion of Financial Advisor. The Company Board has received an opinion from the opinion of Xxxxxxxxx Xxxxxxxx, Inc. Company Financial Advisor to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Exchange Ratio in the Merger was fair fair, from a financial point of view view, to the holders of shares of Company Shares (other than Parent or any Common Stock. Promptly after the execution of its Subsidiaries or affiliates)this Agreement, andthe Company will furnish Parent, as solely for informational purposes, a correct and complete copy of the date hereof, such written opinion has not been withdrawnof the Company Financial Advisor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IsoPlexis Corp), Agreement and Plan of Merger (Berkeley Lights, Inc.)
Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxx XxxxxxxxXxxxxxx, Inc. Xxxxx & Co. LLC to the effect that, as of the date of such opinionthereof and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares Shareholders (other than Parent or any of and its Subsidiaries or affiliates). The Company shall, andpromptly following the execution of this Agreement by all Parties, as furnish an accurate and complete copy of the date hereof, such said opinion has not been withdrawnto Parent solely for informational purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atwood Oceanics Inc), Agreement and Plan of Merger (Ensco PLC)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxxbeen advised by its financial advisor, Inc. to the effect thatXxxxxx Xxxxxxx & Co. Incorporated, that in its opinion, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to the holders of shares of Company Common Stock from a financial point of view view, and Company shall provide to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as a copy of the date hereof, written confirmation of such opinion has not been withdrawnas soon as available.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxxits financial advisor, Inc. Goldman, which opinion will be delivered in written form dated the date of this Agreement, to the effect that, as of the date of such opiniondate, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Common Stock. The Company will provide a copy of this opinion to Parent or any solely for informational purposes promptly following the date of its Subsidiaries or affiliates), this Agreement and, as of the date hereofof this Agreement, such opinion has not been withdrawn, revoked or otherwise modified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mylan Laboratories Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Opinion of Financial Advisor. The Company has received the written opinion of Xxxxxxxxx Xxxxxxxx, Inc. the Company Financial Advisors to the effect that, as of the date of such in its opinion, the Exchange Ratio was fair from a financial point of view to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, the Exchange Ratio to be used in the Merger is fair to such stockholders of the Company from a financial point of view, and the Company has provided copies of such opinion has not been withdrawnto Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Opinion of Financial Advisor. The Company has received from a financial advisor satisfactory to the Company's Board of Directors, an opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinionhereof, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders Company's stockholders. Such opinion (a copy of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion which has been delivered to Parent) has not been withdrawn, revoked or modified.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paragon Health Network Inc), Agreement and Plan of Merger (Mariner Health Group Inc)
Opinion of Financial Advisor. The Company has received the written opinion of Xxxxxxxxx Xxxxxxxx, Inc. the Company Financial Advisors to the effect that, as of the date of such in its opinion, the Exchange Ratio was fair from a financial point of view to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, the exchange ratio to be used in the Merger is fair to such Stockholders of the Company from a financial point of view, and the Company has provided copies of such opinion has not been withdrawnto Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)
Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxxxx Xxxxxxxx, X.X. Xxxxxx Securities Inc. to the effect that, as of the date of such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Common Stock. The Company shall, promptly following receipt of said opinion in written form, furnish an accurate and complete copy of said opinion to Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnsolely for informational purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Rri Energy Inc)
Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinionthis Agreement, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of the Company Shares (other than Common Stock; it being understood and acknowledged by Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not been withdrawnintended to, and may not, be relied upon by Parent, its affiliates or their respective Subsidiaries.
Appears in 1 contract
Opinion of Financial Advisor. The Xxxxxx Xxxxxx Partners LLC (the “Company Financial Advisor”) has received delivered to the Company Board its written opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinion, that the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Parent or any Common Stock. The Company has been authorized by the Company Financial Advisor to permit, subject to prior review and consent by the Company Financial Advisor, the inclusion of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnin its entirety, and references thereto, in the Joint Proxy/Prospectus.
Appears in 1 contract
Opinion of Financial Advisor. The Company’s independent financial advisor (the “Company Financial Advisor”), has received delivered to the Company Board its written opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than electing to receive Parent or any of its Subsidiaries or affiliatesVoting Common Stock. Subject to Section 6.6(c), and, as a copy of the date hereof, such that opinion has not been withdrawndelivered to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Ethanol, Inc.)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxxbeen advised by its financial advisor, Inc. to the effect thatX.X. Xxxxxxxxx, Towbin, that in its opinion, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to stockholders of Company from a financial point of view view, and Company shall provide to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as a copy of the date hereof, written confirmation of such opinion has not been withdrawnas soon as available.
Appears in 1 contract
Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. Xxxxxxxx Xxxxx to the effect that, subject to various assumptions, qualifications and limitations, as of the date of such opinion, the opinion the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares Common Stock. The Company shall provide Parent (other than Parent or any solely for informational purposes) a true and complete copy of its Subsidiaries or affiliates), and, as of such opinion promptly following the date hereof, such opinion has not been withdrawnof this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Florida Public Utilities Co)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx XxxxxxxxPrudential Securities Incorporated (the "Company Financial Advisor"), Inc. dated the date hereof, to the effect that, as of the date of such opinion, that the Exchange Ratio was is fair to such stockholders from a financial point of view to the holders view. An executed copy of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnwill be delivered to Parent promptly after it becomes available.
Appears in 1 contract
Opinion of Financial Advisor. The Company has received been advised in writing by its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated (the opinion of Xxxxxxxxx Xxxxxxxx"Company Financial Advisor"), Inc. to the effect thatthat in its opinion, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to the holders of shares of Company Common Stock from a financial point of view view, and the Company shall provide to the holders Parent a copy of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of such opinion promptly after the date hereof, such opinion has not been withdrawnof this Agreement.
Appears in 1 contract
Samples: Exhibit 1 (Agile Software Corp)
Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxx Xxxxxxxxits financial advisor, Inc. Xxxxx and Company, LLC, dated as of the date of this Agreement, to the effect that, in its opinion, as of the such date of such opinion, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders stockholders of the Company Shares (other than Parent the Company Trust. The Company has provided, or any will provide, a complete and correct copy of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnto Parent solely for informational purposes.
Appears in 1 contract
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx XxxxxxxxXxxxxxx, Inc. Sachs & Co. to the effect that, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to the holders of the Company Common Stock from a financial point of view to the holders view, and a copy of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has been, or promptly upon receipt thereof will be, delivered to Parent; it being understood and acknowledged by Parent and Merger Sub that such opinion has been rendered for the benefit of the Board of Directors of the Company, and is not been withdrawnintended to, and may not, be relied upon by Parent, its Affiliates or their respective shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champion International Corp)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. Xxxxxx Xxxxxxx (a copy of which has been delivered to Parent) to the effect that, as of the date of such opinionthis Agreement, the Exchange Ratio was is fair to the holders of Company Common Stock from a financial point of view to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnview.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nabors Industries Inc)
Opinion of Financial Advisor. The Each Financial Advisor has rendered to the Company has received the Board an opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinionthe opinion and subject to the assumptions and limitations set forth therein, the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares Common Stock (other than Parent or any except Parent, Merger Sub and their respective Affiliates). A true and correct copy of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnwill be delivered to Merger Sub solely for informational purposes after receipt thereof by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shurgard Storage Centers Inc)
Opinion of Financial Advisor. The Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. to Geraxx Xxxxxx Xxxxxxxx xx the effect that, as of the date of such opinion, the Exchange Ratio was is fair from a financial point of view to the holders of Company Shares (other than Parent or any of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawn.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sensory Science Corp)
Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of Xxxxxxxxx Xxxxxxxx, Inc. Xxxxxxxx Xxxxx to the effect that, subject to various assumptions, qualifications and limitations, as of the 13 Table of Contents date of such opinion, the opinion the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares Common Stock. The Company shall provide Parent (other than Parent or any solely for informational purposes) a true and complete copy of its Subsidiaries or affiliates), and, as of such opinion promptly following the date hereof, such opinion has not been withdrawnof this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp)
Opinion of Financial Advisor. The Txxxxx Wxxxxx Partners LLC (the “Company Financial Advisor”) has received delivered to the Company Board its written opinion of Xxxxxxxxx Xxxxxxxx, Inc. to the effect that, as of the date of such opinion, that the Exchange Ratio was fair is fair, from a financial point of view view, to the holders of Company Shares (other than Parent or any Common Stock. The Company has been authorized by the Company Financial Advisor to permit, subject to prior review and consent by the Company Financial Advisor, the inclusion of its Subsidiaries or affiliates), and, as of the date hereof, such opinion has not been withdrawnin its entirety, and references thereto, in the Joint Proxy/Prospectus.
Appears in 1 contract