Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion opinions of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxxxx & Co., LLC, each dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view. The Company will deliver a complete and accurate copy of such opinions to Parent, which opinions shall be included in the Joint Proxy Statement.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxxxxxx Xxxxxxx & Co., Inc. dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.X.X. Xxxxxx Securities LLC (“XX Xxxxxx”), dated as of the date of this Agreement, to the effect that, as of such date, and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of Company Shares. It is agreed and understood that such opinion is for the benefit of the Company Common StockBoard and may not be relied on by Parent or Merger Sub for any purpose.

Opinion of Financial Advisor. The Xxxxxx Xxxxxx Partners LLC (the “Company Financial Advisor”), has delivered to the Company Board has received the (or any special committee thereof) a written opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect thateffect, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view view, a copy of which has been provided to the holders of the Company Common StockBuyer.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Financial Advisor to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate thereof, the Merger Consideration to be received by the holders of Company Common Stock in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company Common Stockor any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement are attached hereto as Schedule 4.1(n).

Opinion of Financial Advisor. The financial advisor of the Company, X.X. Xxxxxx Securities Inc., has delivered to the Company Board has received the an opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Xxxxxxx Xxxxx & Co. has delivered to the Company Board has received the its opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of the date of such date, opinion and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock Stockholders is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch Stockholders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxx Xxxxxxx, Xxxxx & Co., dated as of on or about the date of this Agreement, to the effect that, as of such date, date and based upon the considerations and subject to the various assumptions and qualifications set forth thereinstated in its opinion, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the shares of Company Common Stock, a signed true and complete copy of which opinion has been or will promptly be provided to Parent for informational purposes.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., Incorporated (“BofA Xxxxxxx Xxxxx”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx & Co., Incorporated (“BofA Xxxxxxx Xxxxx”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxxx & Company, Xxxxx & Co., Inc. (the “Fairness Opinion”) dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration Offer Price to be received in the Merger by holders of the shares of Company Common Stock in the Offer and the Merger is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxx Partners LLC (the “Advisor”) dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Xxxxxxx Xxxxx, dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

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

Opinion of Financial Advisor. The Company Company's Board of Directors has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this AgreementAugust 25, 1999, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders shareholders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch shareholders.

Opinion of Financial Advisor. The Company or the Company Board has received the opinion opinions of Xxxxxxxeach of X.X. Xxxxxx Securities Inc. and Moelis & Company LLC, Xxxxx & Co.each dated November 24, dated as of the date of this Agreement2010, to the effect that, as of such date, and subject (i) with respect to the various assumptions and qualifications set forth thereinopinion of XX Xxxxxx Securities Inc., the Merger Consideration to be received in by the Merger by holders stockholders of the Company Common Stock pursuant to the Merger is fair to such stockholders from a financial point of view to the holders of the Company Common Stock.and

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Offer Price is fair from a financial point of view to the holders (other than Parent and its Affiliates) of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Xxxxxxx, Xxxxx & Co.Co. and Lazard Frères & Co. LLC, in each case, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in paid to the Merger by holders (other than Parent and any of its Affiliates) of the Company Common Stock pursuant to this Agreement is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of Xxxxxxx, Xxxxx & Co.XX Xxxxxx, dated as of the date of this Agreementhereof, to the effect that, as of such date, and based upon and subject to the various qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock Shares pursuant to the Merger is fair from a financial point of view to the holders of the Company such Common StockShares.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx & Co., dated as of the date of this Agreement, Xxxxxxx LLC to the effect that, as of such that date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock is fair from a financial point of view view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to the holders of the Company Common StocknStor.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such datethe date hereof, and based upon and subject to the various factors and assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Stock, in the aggregate, is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., dated as of the date of this AgreementIncorporated, to the effect that, as of the date of such date, opinion and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the shares of Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of XxxxxxxXxxxxx Xxxxxxx & Co. Incorporated to the effect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Merger Ratio is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxxxx & Co., LLC, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various limitations and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the shares of Company Common Stock (other than affiliates of, or holders of beneficial interests in, Parent or Merger Sub) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The In the case of the Company Board only, prior to the execution of this Agreement, the Company has received the an opinion of Xxxxxxx, Xxxxx & Co., dated Co. to the effect that as of the date of this Agreement, to the effect that, as of such date, Agreement and based upon and subject to the various assumptions and qualifications matters set forth therein, the Merger Consideration consideration to be received in by the Merger by holders of the shares of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of Co. on or prior to the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration to be received in the Merger by holders of the Company Common Stock Company's stockholders is fair to the Company's stockholders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the an opinion of Xxxxx X. Xxxxxxx, Xxxxx & Co., dated as of the date hereof, a copy of this Agreementwhich has been provided to Acquirer, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in by the Merger by holders of the Company Common Stock pursuant to the Merger is fair to such stockholders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., dated as of the date of this AgreementIncorporated, to the effect that, as of such date, and subject to the various assumptions assumptions, qualifications and qualifications other matters set forth therein, as of the date thereof, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock (other than holders who enter into an Ancillary Agreement in connection with the Merger and their respective Affiliates) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co.Co. (the “Company Financial Advisor”), dated as of the date of this Agreementhereof, to the effect that, as of such date, the date hereof and subject to the various limitations, qualifications and assumptions and qualifications set forth thereinin such opinion, the Merger Consideration to be received in paid to the Merger by holders of the Company Common Stock Shares (other than Parent and Purchaser) pursuant to this Agreement is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxxx, Xxxxx Xxxxxx & Co.Xxxxxxxx Securities Corporation, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of XxxxxxxMorgxx Xxxnxxx & Xo. Incorporated to the effect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock Merger Ratio is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co., dated as of the date of this AgreementCo. LLC, to the effect that, as of the date of such date, opinion and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in paid to the Merger by holders of the shares of Company Common Stock is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Review Committee and the Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co.Company, L.L.C., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion opinions of Xxxxxxx, Xxxxx Sachs & Co., Co. and Xxxxxx Xxxxxxx & Co. Incorporated dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Xxxxxxxx Inc., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Per Share Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view. The Company has delivered a complete and accurate copy of such opinion to Newco or its Affiliates or representatives.

Opinion of Financial Advisor. The Company Board has received the an opinion of Xxxxxxx, from XX Xxxxxx Xxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such date, the date thereof and based upon and subject to the various assumptions and qualifications matters set forth therein, the Merger Consideration is fair to be received in the Merger by holders shareholders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxx & Company, LLC, has delivered to the Company Board has received the an opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect thateffect, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co.Co. LLC, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common StockShares.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co.Co. LLC, dated to the effect that, as of the date of this Agreement, to the effect that, as of such date, and subject to the various qualifications and assumptions and qualifications set forth thereinin such opinion, the Merger Consideration to be received in the Merger by paid to holders of the shares of Company Common Stock is fair fair, from a financial point of view view, to such holders. A copy of such opinion will be provided to Parent by Company solely for informational purposes promptly following the holders date of the Company Common Stockthis Agreement.

Opinion of Financial Advisor. The Company Board has received from the opinion of XxxxxxxCompany's financial advisor, Xxxxx & Co.Xxxxxx Xxxxxx Partners, an opinion, dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions matters and qualifications limitations set forth therein, the Merger Consideration to be received in the Merger by the holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders such holders. A signed copy of the Company Common Stocksuch opinion shall be delivered to Parent as soon as practicable for information purposes only.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sxxxx & Co., dated as of on or about the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The board of directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.opinion, dated as of the date hereof, of this Agreement, to the effect X.X. Xxxxxx that, as of such date, the date hereof and subject to the various limitations, qualifications and assumptions and qualifications set forth thereinin such opinion, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the shares of Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co., Co. LLC dated as of the date of the Company Board approved this Agreement, to the effect that, as of such date, date and subject to the various assumptions certain assumptions, qualifications, limitations and qualifications other matters set forth thereinin such opinion, the Merger Consideration to be received by the holders of Company Common Stock (other than Acquiror and its Affiliates) in the Merger by holders of the Company Common Stock pursuant to this Agreement is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, each of Xxxxxxx Xxxxx & Co.Co. and X.X. Xxxxxx Securities Inc., in each case dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The On or prior to the date of this Agreement, the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Xxxxxxxxx LLC to the effect that, as of the date of such date, opinion and based on and subject to the various assumptions assumptions, limitations, qualifications and qualifications other matters set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock (other than, to the extent applicable, Guarantor, Parent, Sub and their respective affiliates) pursuant to this Agreement, is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of XxxxxxxGxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxx Xxxxx, Xxxxx & Co.Inc., dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock (other than holders of any Excluded Shares and Appraisal Shares) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreementhereof, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration to be received in paid to the Merger by holders stockholders (other than Parent and its Affiliates) of the Company Common Stock pursuant to this Agreement is fair to such stockholders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx & Company, Xxxxx & Co.Inc., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock is fair to such holders from a financial point of view to the holders view, a signed copy of which opinion has been, or will be promptly after receipt by the Company Common Stockthereof, delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., Xxxxxxxx Inc. dated as of the date of this Agreementthe meeting of the Company Board referenced in Section 3.21 above, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in by the Merger by holders of the Company Common Stock pursuant to Section 2.1 is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co., dated as of the date of this AgreementCo. LLC, to the effect that, as of such datethe date of the opinion, based upon and subject to the various assumptions matters, assumptions, procedures, factors, qualifications and qualifications limitations set forth thereinin the opinion, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the ---------------------------- Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxxxxx and Xxxxxxx, Xxxxx & Co.P.C., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger by the holders of the Company Common Stock is fair to the holders of Company Common Stock from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.X.X. Xxxxxx Securities Inc., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair Shares from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Co LLP and Xxxxxx Xxxxxxx & Co. LLC, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Xxxxxx Xxxxxxx & Co. Incorporated has delivered to the Company Board has received the its opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of the date of such date, opinion and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock Stockholders is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch Stockholders.

Opinion of Financial Advisor. The Company Board has received the written opinion (the “Fairness Opinion”) of Xxxxxxx, Xxxxxxx Xxxxx & Co.Associates, Inc. (the “Company Financial Advisor”), dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate of this Agreement, the Common Share Merger Consideration to be received in by the Merger by holders of Common Shares of the Company Common Stock is fair to the holders of Common Shares (other than Parent, Merger Sub and any of their respective Subsidiaries) from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of on or about the date of on which the Company shall have executed this Agreement, to the effect that, as of such date, date and based upon and subject to the various assumptions assumptions, qualifications and qualifications limitations set forth therein, the Merger Consideration consideration to be received in the Merger by payable to holders of the Company Common Stock (other than Parent and Merger Sub) in the Offer and the Merger pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxDxxxxxxxx, Xxxxx Lxxxxx & Co.Jxxxxxxx Securities Corporation, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Zxxxx & Co.Co LLP and Mxxxxx Sxxxxxx & Co. LLC, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration to be received in the Merger by holders of the Company Common Stock Company's stockholders is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view, a signed copy of which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxHxxxxxxx Lxxxx, Xxxxx & Co.Inc., dated as of the date of this Agreement, to the effect that, as of such date, date and based upon and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the Company Common Stock (other than holders of any Excluded Shares and Appraisal Shares) pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the ---------------------------- opinion of Xxxxxxx, Xxxxxxx Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration to be received in the Merger by holders of the Company Common Stock Company's stockholders is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view, a signed copy of which opinion has been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate thereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Morgxx Xxxnxxx & Co., dated as of the date of this Agreement, Xo. Incorporated to the effect that, as of the date of such date, and subject to the various assumptions and qualifications set forth thereinopinion, the Merger Consideration to be received in by the Merger by holders of the shares of Company Common Stock in connection with the Merger is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received an opinion from X.X. Xxxxxx Securities Inc. to the opinion of Xxxxxxxeffect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock is fair to the holders of Company Common Stock from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxx Xxxxx, Xxxxx & Co.Inc., dated as of the date of this Agreement, as to the effect thatfairness, as from a financial point of such dateview, and subject to of the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger (taken together as an integrated transaction) by the holders of the Company Common Stock is fair from a financial point of view pursuant to the holders of the Company Common Stockthis Agreement.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx X.X. Xxxxxxxx & Co., dated as of the date of this Agreement, Co. to the effect that, as of such that date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger or pursuant to the Stock Purchase Agreement by the holders of the Company Common Stock is fair from a financial point of view view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to the holders of the Company Common StockCompuCom.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & XX Xxxxxxxxx + Co., dated as of the date of this AgreementLLC, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate thereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxxx & Company, Xxxxx & Co.Inc. that, dated as of the date hereof, the Merger Consideration to be received by the holders of the Common Stock is fair, from a financial point of view, to the holders of the Common Stock, and such opinion has not been withdrawn or revoked or otherwise modified as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Xxxxxxx Inc. to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration consideration to be received in the Merger by is fair to the holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxX.X. Xxxxxx Securities Inc., Xxxxx & Co., dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to that the various assumptions and qualifications set forth therein, the Common Stock Merger Consideration to be received in the Merger by holders of the Company Common Stock pursuant to this Agreement is fair fair, from a financial point of view view, to the holders of the shares of Company Common StockStock entitled to receive such consideration.

Opinion of Financial Advisor. The Company or the Company Board has received the opinion opinions of Xxxxxxxeach of X.X. Xxxxxx Securities Inc. and Moelis & Company, Xxxxx & Co.each dated May 7, dated as of the date of this Agreement2010, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders stockholders of the Company Common Stock pursuant to the Merger is fair to such stockholders from a financial point of view view, a copy of which has previously been provided to the holders of the Company Common StockParent.

Opinion of Financial Advisor. ‌ The Company Board has received the opinion of XxxxxxxXxxxxxxxx & Company, Xxxxx & Co.Inc. that, dated as of the date hereof, the Merger Consideration to be received by the holders of the Common Stock is fair, from a financial point of view, to the holders of the Common Stock, and such opinion has not been withdrawn or revoked or otherwise modified as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stock.

Opinion of Financial Advisor. The board of directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.opinion, dated as of the date hereof, of this Agreement, to the effect J.X. Xxxxxx that, as of such date, the date hereof and subject to the various limitations, qualifications and assumptions and qualifications set forth thereinin such opinion, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the shares of Company Common Stock.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, each of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx & Co., Inc., dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in by the Merger by holders of the shares of Company Common Stock pursuant to the Merger is fair from a financial point of view to the holders of the Company Common Stocksuch shares (other than certain affiliated entities).

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxxxxx & Co. LLC, has delivered to the Company Board has received the an opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The financial advisor of the Company, Nxxxxxx & Company, LLC, has delivered to the Company Board has received the an opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement to the effect thateffect, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration is fair to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co., dated as of the date of this Agreement, Agreement the opinion of XX Xxxxxx to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.Stock (other than Parent and its Affiliates). As used herein, (i) "

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co., dated as of the date of this Agreement, Incorporated to the effect that, as of such date, the date hereof and based upon and subject to the various assumptions and qualifications limitations set forth therein, the Merger Consideration consideration to be received by the holders of Company Common Stock in the Merger by holders of the Company Common Stock is fair from a financial point of view view, to such holders, a true and complete signed copy of which opinion will be made available to Parent for information purposes only promptly following the holders date of the Company Common Stockthis Agreement.

Opinion of Financial Advisor. The Company Board has received an opinion from X.X. Xxxxxx Securities Inc. to the opinion of Xxxxxxxeffect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock is fair to the holders of Company Common Stock from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Morxxx Xxaxxxx & Co., Co. LLC dated as of the date of the Company Board approved this Agreement, to the effect that, as of such date, date and subject to the various assumptions certain assumptions, qualifications, limitations and qualifications other matters set forth thereinin such opinion, the Merger Consideration to be received by the holders of Company Common Stock (other than Acquiror and its Affiliates) in the Merger by holders of the Company Common Stock pursuant to this Agreement is fair to such holders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Xxxxxx Brothers Inc., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger by the holders of the Company Common Stock is fair to the holders of Company Common Stock from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the written opinion of Xxxxxxx, Xxxxx & Co.Xxxxxx Xxxxxxx and Co. Incorporated, dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair to the Company's stockholders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the written opinion of XxxxxxxXxxx Xxxxx dated the date of this Agreement to the effect that, Xxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the Company Common Stock and Company Preferred Stock, other than holders of Rollover Shares, is fair to such holders from a financial point of view to the holders view, and a copy of the Company Common Stocksigned opinion has been provided to Buyer.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Xxxxxxx & Co.Company International (the “Company Financial Advisor”), dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock (the “Company Fairness Opinion”). A correct and complete copy of the form of the Company Fairness Opinion has been made available to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx Sachs & Co., dated as of the date of this Agreement, Co. in customary form to the effect that, as of such datethe date thereof, and based upon and subject to the various customary qualifications and assumptions and qualifications set forth therein, each of the Offer Consideration and the Merger Consideration to be received in paid to the Merger by holders (other than Parent and its Subsidiaries) of the Company Common Stock pursuant to this Agreement is fair fair, from a financial point of view view, to such holders, a written copy of which opinion will be delivered to Parent promptly following the holders of the Company Common Stockdate hereof.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxMerrxxx Xxxch, Xxxxx Pierce, Fennxx & Co., dated as of the date of this AgreementXmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereindate hereof, the Merger Consideration to be received in the Merger by holders of the Company Common Stock pursuant to the transactions contemplated by this Agreement is fair from a financial point of view to the holders of the Company Common Stocksuch holders.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx D.X. Xxxxxxxx & Co., dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration consideration to be received in the Merger by the holders of the shares of Company Common Stock and the holders of shares of each class of Company Preferred Stock is fair to each such holder from a financial point of view view, a signed copy of which opinion has been delivered to the holders of the Company Common StockWintrust.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Mxxxxxx Lxxxx International, dated as of the date of this Agreement, substantially to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair from a financial point of view to the holders of the Company Common StockStock from a financial point of view.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxSmitx Xxxxxx Xxx., Xxxxx & Co.financial advisor to the Company, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, that the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.the Company Financial Advisor, dated as of the date of this Agreement, to the effect that, as of such date, date and subject to the various limitations, qualifications and assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxx, Xxxxx Xxxxxxxx & Co.Xxxxx, Inc., dated as of the date of this Agreementhereof, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common StockShares.

Opinion of Financial Advisor. The Company Board has received the opinion (the “Fairness Opinion”) of XxxxxxxXxxxxxxx Xxxxx Capital, Xxxxx & Co.Inc. (“Xxxxxxxx”) to the effect that, dated based upon and subject to the assumptions, qualifications and other matters set forth therein, as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth thereinopinion, the aggregate Merger Consideration to be received in the Merger by the holders of the Company Class A Common Stock is fair to such stockholders from a financial point of view to the holders of the Company Common Stockview.

Opinion of Financial Advisor. The Company Board has received the opinion of Xxxxxxx, Xxxxx & Co.Xxxxxxx Xxxxx, dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Merger Consideration to be received in the Merger by the holders of the Company Common Stock is fair from a financial point of view to the holders such holders, a signed copy of which opinion shall be provided by the Company Common Stockto Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of XxxxxxxXxxxxxxxx LLC, Xxxxx & Co.(the “Financial Advisor”), dated as of the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the Common Stock Merger Consideration to be received in the Merger by holders of the Company Common Stock is fair fair, from a financial point of view view, to the holders of the Company Common Stock. The Company will provide Parent with a true and correct copy of such opinion, solely for informational purposes after receipt thereof by the Company.