Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date hereof, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Monroc Inc), Agreement and Plan of Merger (U S Aggregates Inc), Agreement and Plan of Merger (U S Aggregates Inc)

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Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor has delivered to the Company's Board of Directors its opinion to the effect that, as of that the date hereof, consideration provided for in the Merger Consideration is fair to the holders of Shares Company Common Stock from a financial point of viewview and the Company will deliver to Parent a true, a correct and complete copy of which has been provided to Purchasersaid opinion promptly following receipt thereof by the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor has delivered to the effect Company Board its written opinion that, as of the date hereofJuly 26, 2005, the consideration to be received by the holders of Shares pursuant to the Offer and the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Advisor, dated as of the date of this Agreement, to the effect that, as of the date hereofsuch date, the consideration to be received in the Merger Consideration by the Company Shareholders is fair to the such holders of Shares from a financial point of view, a copy . Company has received the consent of which has been provided Company Financial Advisor to Purchaserinclude such written opinion in the Joint Proxy Statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)

Opinion of Financial Advisor. The Company has received an opinion from Xxxxxxxxxxx Xxxxxxx, financial advisor to the opinion of the Company Financial Advisor Company, to the effect that, as that the consideration to be received in the Offer and the Merger by the holders of the date hereof, the Merger Consideration Shares is fair to the such holders of Shares from a financial point of view, a copy of which opinion has been provided delivered to the Purchaser.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cellular Communications International Inc), Agreement and Plan of Merger (Cellular Communications International Inc), Agreement and Plan of Merger (Olivetti S P A)

Opinion of Financial Advisor. The Company has Company’s board of Directors shall have received the opinion of American Valuemetrics, financial advisor to the Company Financial Advisor Company, to the effect that, as of the date hereofof such opinion, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to holders of which has been provided to PurchaserCompany Common Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Remark Media, Inc.), Agreement and Plan of Merger (Banks.com, Inc.), Agreement and Plan of Merger (Remark Media, Inc.)

Opinion of Financial Advisor. The Company has received the opinion of Updata, financial advisor to the Company Financial Advisor Company, to the effect that, as of the date hereofof this Agreement, the Merger Consideration is fair to the holders of Shares Company's stockholders from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Saga Systems Inc /De/), Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Software Ag)

Opinion of Financial Advisor. (a) The Company Board of Directors has received the opinion of the financial advisor to the Company Financial Advisor to the effect that, as of the date hereofof this Agreement, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to the holders of which has been provided to PurchaserShares (other than Merger Subsidiary and its Affiliates and the Continuing Shareholders and their respective Affiliates).

Appears in 2 contracts

Samples: Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Advisor, to the effect that, as of the date hereofof this Agreement, the consideration to be paid pursuant to the Offer and the Merger Consideration is fair to the holders of Shares Company's stockholders from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emergent Group Inc/Ny), Agreement and Plan of Merger (Universal Hospital Services Inc)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation to the effect that, as of the date hereof, that the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy view to the stockholders of which has been provided to Purchaserthe Company (other than Acquisition and stockholders who are Affiliates of the Company).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Centennial Cellular Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor been advised by its financial advisor, SalomonSmithBarney, substantially to the effect that, in its opinion, as of the date hereof, the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to such stockholders of the holders of Shares Company from a financial point of view, a copy of which has been provided to PurchaserParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)

Opinion of Financial Advisor. The Company has received the an opinion of the Company Financial Advisor to the effect that, as of its date and based upon and subject to the date hereoflimitations, qualifications and assumptions set forth therein, the Merger Consideration is fair to the holders of Shares from a financial point of viewview to the stockholders of the Company. As soon as practicable following the date hereof, a an executed copy of which has been provided the aforementioned opinion will be made available to PurchaserParent for informational purposes only.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)

Opinion of Financial Advisor. The Company has received the an opinion of Xxxxxxxxxxx Xxxxxxx (the Company Financial Advisor "Advisor") to the effect that, as of the date hereof, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy the consideration to be received in the merger is fair to the holders of which has been provided to PurchaserCompany Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hovnanian Enterprises Inc), Agreement and Plan of Merger (Hovnanian Enterprises Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Company's Financial Advisor Adviser to the effect that, as of the date hereofof this Agreement, the consideration to be received in the Offer and the Merger Consideration by the Company's shareholders is fair to the holders of Shares Company's shareholders from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DLZ Corp), Agreement and Plan of Merger (Digital Link Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect thatbeen advised by its financial advisor, EVEREN Securities, Inc. that in its opinion, as of the date hereof, the Merger Consideration to be received by the holders of Shares in the Merger is fair to the holders of Shares from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Summit Technology Inc), Agreement and Plan of Merger (Autonomous Technologies Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor its financial advisor, Xxxxxx Xxxxxx Partners, to the effect that, as of the date hereof, in its opinion, the consideration to be received by the stockholders of the Company in the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, to such stockholders. The Company will provide a complete and correct copy of which has been provided such opinion to PurchaserParent as promptly as practicable following the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the date hereofof such opinion, the consideration to be received in the Merger Consideration by the stockholders of the Company is fair to the holders of Shares from a financial point of viewview to such stockholders (other than the Principal Company Stockholders), a copy of which has been provided delivered to PurchaserParent by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc)

Opinion of Financial Advisor. The Company has received the an opinion of the Company Financial Advisor to the effect that, as of the date hereof, from a financial point of view, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy of which has been provided to PurchaserCompany Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cox Communications Inc /De/), Agreement and Plan of Merger (Tca Cable Tv Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Relational Advisors LLC, financial advisor to Company, to the effect that, as of the date hereofof this Agreement, the Merger Consideration is fair to the holders of Shares Stockholders from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Lockheed Martin Corp)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Credit Suisse to the effect that, as of the date hereofof such opinion, the Merger Consideration is fair to the holders of Shares the Company Common Stock from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adesa California, LLC), Agreement and Plan of Merger (Adesa Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company its Financial Advisor to the effect that, as of the date hereof, the Merger Consideration is fair consideration to be received by the holders of Shares Company Common Stock pursuant to the Merger is fair from a financial point of view, a copy view to the holders of which has been provided to PurchaserCompany Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Docucorp International Inc), Agreement and Plan of Merger (Skywire Software, LLC)

Opinion of Financial Advisor. The Company has received the opinion separate opinions of each of the Company Financial Advisor Advisors, each a financial advisor to the Company, to the effect that, as of the date hereofof this Agreement, the Merger Consideration is fair to the holders Company’s stockholders (other than affiliates of Shares Parent, if any) from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)

Opinion of Financial Advisor. The Company Board has received the opinion of the Company Financial Advisor to the effect that, subject to the assumptions and limitations set forth therein, as of the date hereofof such opinion, the Merger Consideration to be received by the shareholders of the Company in the Merger is fair to the holders of Shares fair, from a financial point of view, a copy of which has been provided to Purchasersuch shareholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diodes Inc /Del/), Agreement and Plan of Merger (Pericom Semiconductor Corp)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor to the effect that, as of the date hereof, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to the stockholders of which has been provided to Purchaserthe Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

Opinion of Financial Advisor. The Company Board has received the an opinion of the Company Financial Advisor Advisor, to the effect that, as of that the date hereof, the Company Merger Consideration is fair to the holders of Shares Company Common Stock from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity Inns Inc)

Opinion of Financial Advisor. The Company has received the an opinion of the Company Financial Advisor Xxxxx-Xxxxxx Capital Group LLC to the effect that, as of the date hereofof such opinion, the Merger Consideration to be received by the stockholders of the Company in the Merger is fair to the holders of Shares fair, from a financial point of view, a copy to the stockholders of which has been provided to Purchaserthe Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plato Learning Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company its Financial Advisor Advisor, to the effect that, as of the date hereofof its opinion, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy view to the holders of which has been provided to Purchasershares of Company Common Stock (the "Fairness Opinion").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rainbow Rentals Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Barrington Associates to the effect that, as of the date hereofhereof and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received by the stockholders of the Company is fair to the holders of Shares such stockholders from a financial point of view, a . An executed copy of which such opinion has been provided delivered to the Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Variflex Inc)

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Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Advisor, dated the date of this Agreement, to the effect that, as of the date hereofsuch date, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to the holders of which has been provided to Purchaserthe Company Common Stock (the "Fairness Opinion").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jones Apparel Group Inc)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor Xxxxxx Xxxxxxx to the effect that, as of the date hereof, the Merger Consideration is fair consideration to be received by the holders of the Common Shares in the Offer and the Merger is fair from a financial point of view, a view to such holders. A copy of which such opinion has been provided to the Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berg Acquisition Co)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date hereofof such opinion, the Merger Consideration to be received by the holders of shares of Company Common Stock in connection with the Merger is fair to the such holders of Shares from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kenan Transport Co)

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect that, as of the date hereof, the Merger Consideration is fair to be received by the holders of Shares Company Common Stock in the Merger (other than Parent, Acquisition and their respective subsidiaries and affiliates) is fair from a financial point of view, a copy of which has been provided view to Purchasersuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symbion Inc/Tn)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Updata Capital, financial advisor to Company, to the effect that, that as of the date hereofof this Agreement, the Merger Consideration is fair to the holders of Shares Stockholders from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alternative Resources Corp)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor to the effect that, as of the date hereof, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to the holders of which has been provided to PurchaserCommon Stock (other than any stockholders participating in the buying group with Purchaser as contemplated by this Agreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Osullivan Industries Holdings Inc)

Opinion of Financial Advisor. The Company Buyer has received the an opinion of Xxxxxxxxx & Xxxxx, the Company Financial Advisor financial advisor to the Buyer, to the effect that, as of that the date hereof, consideration payable for the Company Shares in connection with the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy of which has been provided to Purchaserthe Buyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Professional Detailing Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect thatbeen advised by its financial advisor, Xxxxxxxxx & Xxxxx LLC, that in its opinion, as of the date hereof, the Merger Consideration to be received by the holders of shares in the Merger is fair to the holders of Shares from a financial point of view, a copy of which has been provided to Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Registry Inc)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor Relational Advisors, LLC to the effect that, as of the date hereof, the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy to the shareholders of which has been provided to Purchaserthe Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simula Inc)

Opinion of Financial Advisor. The Company has received the a written opinion of from the Company Financial Advisor to the effect that, as of the date hereof, that the Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy as of which the date of such opinion, to the holders of shares (other than Parent and its Subsidiaries) of Company Common Stock. The Company has been provided authorized by the Company Financial Advisor to Purchaserinclude such opinion in its entirety in the Proxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ohio Casualty Corp)

Opinion of Financial Advisor. The Company has received the written opinion of Xxxxxx Xxxxxx Partners LLC, in customary form and based on customary assumptions, to the effect that the Merger Consideration to be received by the stockholders of the Company Financial Advisor pursuant to the effect that, Merger is fair to such stockholders from a financial point of view as of the date hereof, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy of which opinion has been provided delivered to PurchaserParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crossworlds Software Inc)

Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of the Company Company's Financial Advisor to the effect thatAdvisor, as of the date hereofof this Agreement, to the effect that the Per Share Merger Consideration is fair to the holders of Shares fair, from a financial point of view, a copy of which has been provided to Purchaserthe Company and the Company's stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liquid Holdings Inc)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Xxxxxx Xxxxxxx to the effect that, as of the date hereofof such opinion, the Merger Consideration to be received by the holders of shares of the Company Common Stock in connection with the Merger is fair to the such holders of Shares from a financial point of view, a . An executed copy of which such opinion has been provided made available to PurchaserParent.

Appears in 1 contract

Samples: Merger Agreement (PanAmSat Holding CORP)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor Performance Trust, LLC, financial advisor to Company, to the effect that, as of the date hereofof such opinion, the Merger Consideration is fair to be received in the Merger by the holders of Shares Company Common Stock is fair, from a financial point of view, a copy of which has been provided to Purchasersuch holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Triumph Bancorp, Inc.)

Opinion of Financial Advisor. The Company has received the opinion of the Company its Financial Advisor Advisor, to the effect that, as of the date hereofof its opinion, the Merger Consideration is fair to the holders of Shares from a financial point of view, a copy view to the holders of which has been provided to Purchasershares of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Appliance Manufacturing Co)

Opinion of Financial Advisor. The Company has received the written opinion of the Company Financial Advisor to Morgxx Xxxnxxx xx the effect that, as of the date hereof, the Merger Consideration is fair consideration to be received by the holders of the Common Shares in the Offer and the Merger is fair from a financial point of view, a view to such holders. A copy of which such opinion has been provided to the Purchaser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berg Electronics Corp /De/)

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date hereof, the consideration to be received by the holders of the Company Common Stock in the Merger Consideration is fair to the such holders of Shares from a financial point of view, a . A copy of which has been provided to Purchaser.of

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citicasters Inc)

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