Common use of Opinion of Financial Advisor Clause in Contracts

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 of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

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 thereof, the Offer Consideration to be received by the holders of this Agreement, Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Offer and the Merger is are fair to the Company Stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a copy of view to such opinion to Parentholders, and such opinion has not been withdrawn or revoked modified. True and complete copies of all agreements and understandings between the Company or otherwise modified in any material respect as of its affiliates and the date hereofFinancial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parent.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the from Company Financial Advisor to the effect thata written opinion, dated as of the date of this Agreement, satisfactory in form and substance to the Merger Consideration Board of Directors of Company, to be received in the Offer and effect that the Merger is fair to the Company Stockholders and to Company's stockholders from a financial point of view. Promptly upon execution of this Agreement, the The Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as Parent subsequent to the execution of the date hereofthis Agreement.

Opinion of Financial Advisor. The Board of Directors of ---------------------------- the Company has received the written opinion of Xxxxx Xxxxxx, dated the Company Financial Advisor date of this Agreement, to the effect that, as of the date of this Agreement, the Merger Consideration cash consideration to be received in the Offer and the Merger by the holders of Common Stock (other than Parent and its affiliates) is fair to the Company Stockholders fair, from a financial point of view. Promptly upon execution of this Agreement, the Company will provide to such holders, and a complete and correct signed copy of such opinion will be delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of Parent after receipt thereof by the date hereofCompany.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written an opinion of from the Company Financial Advisor to the effect that, as of the date of this Agreementsuch opinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration to be received Exchange Ratio in the Offer and the Merger is fair to the Company Stockholders was fair, from a financial point of view, to the holders of Company Common Stock. Promptly upon after the execution of this Agreement, the Company will provide furnish Parent, solely for informational purposes, a true and complete copy of such the written opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofCompany Financial Advisor.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of Xxxxxx Xxxxxxx & Co. LLC, financial advisor to the Company Financial Advisor Company, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received in by the Offer and the Merger holders of Shares pursuant to this Agreement is fair to the Company Stockholders such holders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide and a copy of such opinion will be delivered to Parent, Parent concurrently with the execution and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as delivery of the date hereofthis Agreement for informational purposes.

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 of this Agreementsuch opinion, and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders was fair, from a financial point of view. Promptly upon execution view to the shareholders of the Company, and as of the date of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or withdrawn, revoked or otherwise modified in any material respect as modified. A copy of such opinion will made available to Parent promptly following receipt thereof by the date hereofCompany solely for informational purposes.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written an opinion of the Company Financial Advisor from BofA Xxxxxxx Xxxxx to the effect that, as of the date of this Agreementsuch opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Merger Consideration consideration to be received in the Offer Merger by the holders of the Shares (other than the Company, Parent, Merger Sub, their respective Affiliates and the Merger holders of Dissenting Shares) is fair to the Company Stockholders fair, from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a copy of to such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofholders.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written an opinion of the Company Financial Advisor from Xxxxxxx, Xxxxx & Co. to the effect that, as of the date of this AgreementAgreement and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received in the Offer and the Merger is fair paid to the holders of shares of Company Stockholders Common Stock pursuant to this Agreement is fair, from a financial point of view. Promptly upon execution , to such holders, and, as of the date of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or withdrawn, revoked or otherwise modified in any material respect as of the date hereofmodified.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written an opinion of from the Company Financial Advisor to the effect that, as of the date of this Agreementsuch opinion, and subject to the assumptions, limitations, qualifications and conditions set forth therein, the Merger Consideration to be received Exchange Ratio in the Offer and the Merger is fair to the Company Stockholders was fair, from a financial point of view, to the holders of shares of Company Common Stock. Promptly upon after the execution of this Agreement, the Company will provide furnish Parent, solely for informational purposes, a correct and complete copy of such the written opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofCompany Financial Advisor.

Opinion of Financial Advisor. The Company's Board of Directors of the Company has received the written opinion of Xxxxxxx, Xxxxx & Co. that the Company Financial Advisor to the effect that, as of the date of this Agreement, the Merger Consideration consideration to be received in the Offer and Merger by the Merger stockholders of the Company is fair to the Company Stockholders such stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a written copy of such which opinion will be provided to ParentAcquiror when received by the Company, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofrespect.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of Xxxxxxx Xxxxx & Company as financial advisor to the Company Financial Advisor to the effect that, that as of the date of this Agreementsuch opinion and subject to the assumptions and limitations set forth therein, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of viewview to the holders of Shares. Promptly upon The Company shall, promptly following the execution and delivery of this AgreementAgreement by all parties, the Company will provide furnish a true and complete written copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofParent solely for informational purposes.

Opinion of Financial Advisor. The Board of Directors of the Company has received a copy of the written opinion of the Company Financial Advisor XX Xxxxx to the effect that, as of the date of the approval of this AgreementAmendment and the Merger by the Company Board, the Merger Consideration to be received in the Offer and the Merger Consideration, as amended by this Amendment, is fair to the holders of Company Stockholders Common Stock from a financial point of view. Promptly upon execution of this Agreement, and the Company will provide has furnished to Parent a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofopinion.

Opinion of Financial Advisor. The Prior to the execution of this Agreement, the Company’s Board of Directors of the Company has received the written opinion of the Company Financial Advisor substantially to the effect that, as of the date of this Agreement, the Merger Consideration to be received in by the Offer and the Merger Company’s Stockholders pursuant to this Agreement is fair to the Company Company’s Stockholders from a financial point of view. Promptly upon execution of this Agreement, the The Company will shall provide a complete and correct signed written copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect Parent as of soon as practicable after the date hereofof this Agreement for information purposes only.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the financial advisor to the Company Financial Advisor to the effect that, as of the date of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the shareholders of the Company Stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board Prior to the execution of Directors of this Agreement, the Company has Board received the written opinion of the Company Xxxxxxxx Xxxxx Financial Advisor Advisors, Inc., to the effect that, as of the date of this Agreementthe opinion and subject to the assumptions, limitations, and qualifications contained in the opinion, the Merger Consideration per share consideration to be received in the Offer and the Merger Merger, taken together, is fair to the Company Stockholders fair, from a financial point of viewview to the holders of Company Common Stock (other than Parent, Merger Sub, and their respective affiliates). Promptly upon execution of this Agreement, the The Company will provide a complete and correct copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of Parent solely for informational purposes after receipt thereof by the date hereofCompany.

Opinion of Financial Advisor. The Company’s Board of Directors of the Company has received the written an opinion of the Company Financial Advisor from Xxxxxxxxxxx & Co. Inc. to the effect that, as of the date of this Agreementsuch opinion, the Merger Consideration to be received in the Offer First Merger by the holders of Company Common Stock, other than Company, Parent, Merger Subs and the Merger their respective affiliates, is fair to the Company Stockholders fair, from a financial point of view, to such holders. Promptly upon execution of this Agreement, the Company will provide a A signed copy of such opinion will be provided to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect Parent solely for informational purposes as of the date hereofpromptly as practicable following receipt thereof by Company.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of the Company Financial Advisor dated the date hereof, to the effect that, as of the date of this Agreementsuch date, the Merger Consideration consideration to be received in the Offer and Merger by the Merger Company's stockholders is fair to the Company Stockholders Company's stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide and a signed copy of such opinion has been, or promptly shall be, provided to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written an opinion of from the Company Financial Advisor to the effect that, as of the date of this Agreementsuch opinion, subject to the qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of viewview to the holders of Company Common Shares. Promptly upon execution A signed copy of this Agreement, the written opinion of the Company Financial Advisor rendered to the Company Board will provide a copy of such opinion be delivered to ParentParent and Merger Sub, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of solely for informational purposes, promptly following receipt thereof by the date hereofCompany.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect that, as of the date of this AgreementAgreement and subject to the assumptions and limitations set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of view. Promptly upon execution view to the holders (other than Parent and its Affiliates) of this Agreement, the shares of Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofCommon Stock.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion opinion, dated the date of this Agreement, of Xxxxxxx Xxxxx (the “Company Financial Advisor Advisor”), to the effect that, as of the date of this Agreementsuch opinion, the Merger Consideration Offer Price to be received in the Offer and the Merger by the holders of the Shares, is fair to the Company Stockholders fair, from a financial point of view, to such holders. Promptly upon execution Within one Business Day after the date of this Agreement, the Company will provide deliver a true and correct signed copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Company Board of Directors has received an opinion from Xxxxxxxxx LLC, dated as of the Company has received the written opinion date of the Company Financial Advisor this Agreement, to the effect that, as of the date of this Agreementsuch opinion, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders fair, from a financial point of view, to the holders of Common Shares. Promptly upon execution of this Agreement, the Company will provide a A copy of such opinion the Company’s engagement letter with Xxxxxxxxx LLC has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of Txxxxx Wxxxxx Partners LLC, dated as of the Company Financial Advisor date hereof, to the effect that, as of the date of this Agreementsuch date, the Merger Consideration to be received in by the Offer and holders of the Company Common Stock pursuant to the Merger is fair to the Company Stockholders from a financial point of viewview to the holders of such Company Common Stock. Promptly upon execution of this Agreement, the Company will provide a A written copy of such opinion has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the Company Financial Advisor Advisors to the effect that, in its opinion, as of the date of this Agreementhereof, the Merger Consideration to be received paid in the Offer and the Merger is fair to the shareholders of the Company Stockholders from a financial point of view. Promptly upon execution of this Agreement, and the Company will provide a copy has provided copies of such opinion to Parent, and such . Such opinion has not been withdrawn or withdrawn, revoked or otherwise modified in any material respect as of the date hereofmodified.

Opinion of Financial Advisor. The Company’s Board of Directors of the Company has received the written an opinion of the Company Financial Advisor from Oxxxxxxxxxx & Co. Inc. to the effect that, as of the date of this Agreementsuch opinion, the Merger Consideration to be received in the Offer First Merger by the holders of Company Common Stock, other than Company, Parent, Merger Subs and the Merger their respective affiliates, is fair to the Company Stockholders fair, from a financial point of view, to such holders. Promptly upon execution of this Agreement, the Company will provide a A signed copy of such opinion will be provided to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect Parent solely for informational purposes as of the date hereofpromptly as practicable following receipt thereof by Company.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion separate opinions of the Company Financial Advisor Advisors to the effect that, as of the date of this Agreementsuch opinions and based on and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders fair, from a financial point of view, to holders of Company Stock (other than, as applicable, Parent, Merger Subsidiary and their respective affiliates). Promptly upon execution Copies of such opinions will be made available to Parent, solely for informational purposes and on a non-reliance basis, as soon as practicable after the date of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Company's Board of Directors of the Company has received the written opinion of Xxxxxx Xxxxxxx Xxxx Xxxxxx, dated the Company Financial Advisor date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of viewview to holders of shares of Common Stock. Promptly upon execution of this Agreement, the Company will provide a A signed copy of such opinion will be made available to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of Parent promptly after the date hereof.

Opinion of Financial Advisor. The Board of Directors of the Company has and the Strategic Alternatives Committee have received the written opinion of the Company Financial Advisor Advisor, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received in paid to the Offer holders (other than Parent and the Merger its Affiliates) of shares of Company Common Stock pursuant to this Agreement is fair to the Company Stockholders from a financial point of viewview to such holders. Promptly upon execution of this Agreement, the Company will provide a A copy of such opinion will be provided to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of Parent by Company promptly following the date hereofof this Agreement.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect thatbeen advised by ---------------------------- its financial advisor, Xxxxxx Xxxxxxx & Co., Inc., that in such advisor's opinion, as of the date of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the holders of Company Stockholders Shares (other than Parent and its affiliates) from a financial point of view. Promptly upon execution of this Agreement, and the Company will provide a copy written confirmation of such opinion has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board of Directors of the Company has received the a written opinion of the Company Financial Advisor to the effect that, as of the date of this Agreementhereof, the Merger Consideration to be received by the holders of the Company Common Shares pursuant to the Merger, in the Offer and the Merger aggregate, is fair to the Company Stockholders from a financial point of viewview to the holders of such shares. Promptly upon execution The Company has delivered to Parent an executed copy of the written opinion received from the Company Financial Advisor. As of the date of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or withdrawn, revoked or otherwise modified in any material respect as of the date hereofmodified.

Opinion of Financial Advisor. The Board board of Directors directors of the Company has received the written opinion opinion, dated as of the Company Financial Advisor to the effect date hereof, of Xxxxxxx Sachs that, as of the date of this Agreementhereof and subject to the limitations and assumptions set forth in such opinion, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders fair, from a financial point of view, to the holders of shares of Company Common Stock. Promptly upon execution of this Agreement, the Company will provide a A signed copy of such opinion will be made available to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofParent for informational purposes only promptly after receipt thereof.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect thatXxxxxxx Sachs, as of dated the date of this Agreement, that, as of such date, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of view. Promptly upon execution of this Agreementview to the Company's stockholders, the Company will provide a signed copy of such opinion which has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Company's Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect that, as Banc of the date of this Agreement, America Securities LLC that the Merger Consideration to be received in the Offer and Merger by the Merger stockholders of the Company is fair to the Company Stockholders such stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a written copy of such which opinion will be provided to ParentAcquiror when received by the Company's Board of Directors, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Company's Board of Directors of the Company has received the written opinion of Lehman Brothers, financial advisor to the Company Financial Advisor Company, to the effect thatxxxx, as of the date of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders Company's stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofwithdrawn.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the Company Financial Advisor Wxxxxxx Xxxxx to the effect that, as of the date of this Agreement, the Merger Consideration consideration to be received in the Offer and the Merger by the holders of Shares (other than Parent or its Affiliates) is fair to the Company Stockholders such holders from a financial point of view. Promptly upon execution of this Agreement, and the Company will provide a copy of such opinion has obtained all necessary consents to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as permit the inclusion of the date hereoffairness opinion of Wxxxxxx Xxxxx in the Schedule 14D-9 and the Proxy Statement.

Opinion of Financial Advisor. The Board of Directors of Company and the Company has Board have received the written opinion of the Company Financial Advisor to the effect that, that as of the date of this Agreementsuch opinion and based upon and subject to matters stated therein, in its opinion the Per Share Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of view. Promptly upon execution of this Agreement, the Company will provide shall make available a complete and correct signed copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect Acquiror solely for informational purposes as of soon as practicable after the date hereofof this Agreement.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect thatXxxxxxx Xxxxx, as of dated the date of this Agreement, that, as of such date, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders from a financial point of view. Promptly upon execution of this Agreementview to the Company's stockholders, the Company will provide a signed copy of such opinion which has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board of Directors of On or prior to the date hereof, the Company Board has received the written opinion of Sandler O’Xxxxx & Partners, LP, financial advisor to the Company Financial Advisor Board, to the effect that, as of the date of this Agreementsuch opinion, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders fair, from a financial point of view. Promptly upon execution , to the holders of outstanding shares of Company Common Stock, and as of the date of this Agreement, the Company will provide a copy of such opinion to Parent, and such opinion has not been withdrawn or withdrawn, revoked or otherwise modified in any material respect as of the date hereofmodified.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of the Company Financial Advisor Xxxxxxxx Xxxxx to the effect that, as of the date of this Agreementsuch opinion and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration consideration to be received in the Offer and the Merger by holders of Shares is fair to the Company Stockholders fair, from a financial point of view, to such holders. Promptly upon As promptly as possible after the execution of this Agreement, the Company will provide shall make available a true and complete copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereofParent (solely for informational purposes).

Opinion of Financial Advisor. The Company Financial Advisor has provided to the Board of Directors of the Company has received the written opinion of the Company Financial Advisor its opinion, to the effect that, as of the date of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders holders of Shares from a financial point of viewview (the “Fairness Opinion”). Promptly upon execution of this Agreement, the The Company will provide receive a written copy of such opinion to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect the Fairness Opinion (as of the date hereofof the Agreement) prior to the filing of the Proxy Statement in preliminary form with the SEC and will provide Parent with a true and complete copy of the Fairness Opinion promptly upon receipt thereof.

Opinion of Financial Advisor. The Company Board of Directors of the Company has received the written opinion of the Company Financial Advisor to the effect thatbeen advised ---------------------------- by its financial advisor, Xxxxxx Xxxxxxx & Co., Inc., that in such advisor's opinion, as of the date of this Agreement, the Merger Consideration to be received in the Offer and the Merger is fair to the holders of Company Stockholders Shares (other than Parent and its affiliates) from a financial point of view. Promptly upon execution of this Agreement, and the Company will provide a copy written confirmation of such opinion has been delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect as of the date hereof.

Opinion of Financial Advisor. The Board board of Directors directors of the Company has received the written opinion opinion, dated as of the Company Financial Advisor to the effect date hereof, of Xxxxxxxx Xxxxx, Inc. that, as of the date of this Agreementhereof and subject to the limitations, qualifications and assumptions set forth in such opinion, the Merger Consideration to be received in the Offer and the Merger is fair to the Company Stockholders fair, from a financial point of view, to the holders of shares of Company Stock. Promptly upon execution of this Agreement, the Company will provide a A copy of such opinion shall be delivered to Parent, and such opinion has not been withdrawn or revoked or otherwise modified in any material respect Parent as of the date hereofsoon as practicable for information purposes only.