Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor to the effect that, as of the date thereof, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parent.

Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor has delivered to the Company's Board of Directors its opinion to the effect that, as of that the date thereof, consideration provided for in the Offer Consideration Merger is fair to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair from a financial point of view and the Company will deliver to such holdersParent a true, and such opinion has not been withdrawn or modified. True correct and complete copies copy of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided said opinion promptly following receipt thereof by the Company to ParentCompany.

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date thereofhereof, the Offer Merger Consideration is fair to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair Shares from a financial point of view to such holdersview, and such opinion a copy of which has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to ParentPurchaser.

Opinion of Financial Advisor. The Company has received the oral opinion of the Company Financial Advisor Advisor, to be confirmed in writing (with a copy provided to Parent promptly upon receipt by the Company), to the effect that, as of the date thereofof this Agreement, the Offer Merger Consideration is fair, from a financial point of view, to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to ParentStock.

Opinion of Financial Advisor. The Company Board has received the written opinion of Lazard Frères & Co. LLC, the Financial Advisor Company Board’s financial advisor, to the effect that, that as of the date thereofof such opinion, the Offer Merger Consideration to be received by paid to the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair is fair, from a financial point of view view, to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parent.

Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor (as defined below) has rendered to the Company Board its opinion to the effect that, as of the date thereofof such opinion, the Offer Consideration consideration to be received pursuant to this Agreement by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair Company’s stockholders is fair, from a financial point of view view, to such holdersstockholders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating subject to the transactions contemplated by this Agreement have been provided by the Company to Parentqualifications and assumptions contained therein.

Opinion of Financial Advisor. The Company Board has received from the opinion of the Company Financial Advisor an opinion to the effect that, as of the date thereofof the opinion and subject to the qualifications, considerations, assumptions and limitations set forth therein, the Offer Consideration consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair is fair, from a financial point of view view, to such holders, and such opinion has not been withdrawn or modified. True and complete copies the holders of all agreements and understandings between the Company or any of Common Stock (other than Purchaser and its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to ParentAffiliates).

Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor has delivered to the effect Company Board its written opinion that, as of the date thereofJuly 26, 2005, the Offer Consideration consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger Consideration is fair to be received by the holders of Company Common Stock in the Merger are fair Shares from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company has received an opinion from Xxxxxxxxxxx Xxxxxxx, financial advisor to the opinion of the Financial Advisor Company, to the effect that, as of that the date thereof, the Offer Consideration consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are Shares is fair to such holders from a financial point of view to such holdersview, and such a copy of which opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating delivered to the transactions contemplated by this Agreement have been provided by the Company to ParentPurchaser.

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 thereofof this Agreement, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration is fair to be received by the holders Company’s stockholders (other than affiliates of Company Common Stock in the Merger are fair Parent, if any) from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company Board has received the written opinion of Xxxxxxx Xxxxx Valuation Group, Inc. (the "Company Financial Advisor Advisor") addressed to the Company Board, to the effect that, as of the date thereof, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and that the Merger Consideration to be received by the holders of Company Common Stock in the Merger are is fair from a financial point of view to such holdersthe holders of Company Common Shares (other than Affiliates of the Company), and the Company has delivered to Parent a true, correct and complete copy of such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentsolely for informational purposes.

Opinion of Financial Advisor. The Company Financial Advisor has received delivered to the Company the written opinion of the Company Financial Advisor (or oral opinion to be confirmed in writing) to the effect that, as of the date thereofhereof, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Share Merger Consideration to be received by the holders of Company Common Stock in the Merger are Shares is fair from a financial point of view to such holders, . The Company has made available to Parent a complete and correct copy of such opinion has (or, if not been withdrawn or modified. True and complete copies of all agreements and understandings between delivered in writing to the Company or any of its affiliates and the Financial Advisor relating prior to the transactions contemplated by this Agreement have been provided by date hereof, the Company will promptly make such opinion available to ParentParent upon receipt).

Opinion of Financial Advisor. The Company has received the opinion of the its Financial Advisor to the effect that, as of the date thereofhereof, the Offer Consideration consideration to be received by the holders of Company Common Stock in the Offer and pursuant to the Merger Consideration to be received by the holders of Company Common Stock in the Merger are is fair from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies the holders of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to ParentCommon Stock.

Opinion of Financial Advisor. The Company Board has received the opinion of the Company Financial Advisor to the effect that, as of the date thereofof this Agreement and subject to the assumptions and limitations set forth therein, the Offer Consideration consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are is fair from a financial point of view to such holders, the holders (other than Parent and such opinion has not been withdrawn or modified. True and complete copies its Affiliates) of all agreements and understandings between the shares of Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to ParentCommon Stock.

Opinion of Financial Advisor. (a) The Company Financial Advisor has received delivered to the Company the written opinion of the Company Financial Advisor (or oral opinion to be confirmed in writing) to the effect that, as of the date thereofhereof, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Share Merger Consideration to be received by the holders of Company Common Stock in the Merger are Shares is fair from a financial point of view to such holders, . The Company has made available to Parent a complete and correct copy of such opinion has (or, if not been withdrawn or modified. True and complete copies of all agreements and understandings between delivered in writing to the Company or any of its affiliates and the Financial Advisor relating prior to the transactions contemplated by this Agreement have been provided by date hereof, the Company will promptly make such opinion available to ParentParent upon receipt).

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 thereof, the Offer Company Merger Consideration is fair to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company has received the opinion of the Financial Advisor has delivered to the Special Committee and the Company’s Board of Directors its opinion (in writing or to be confirmed in writing) to the effect that, as of the date thereofhereof and based upon and subject to the factors and assumptions set forth therein, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of shares of Company Common Stock in for each such share of Company Common Stock pursuant to the Merger are Transactions is fair to such holders from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company has received the opinion of the Company Financial Advisor to the effect that, as of the date thereofof such opinion, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of shares of Company Common Stock in connection with the Merger are is fair to such holders from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company has received the opinion financial advisor of the Financial Advisor Company, Xxxxxxxxx & Company, Inc., has delivered to the Company Board an opinion to the effect that, as of that the date thereof, the Offer Merger Consideration is fair to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of Company Common Stock in the Merger are fair from a financial point of view to such holders, view. It is agreed and understood that such opinion has not been withdrawn or modified. True and complete copies is for the benefit of all agreements and understandings between the Company or any of its affiliates Board and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided may not be relied upon by the Company to ParentBuyer or Merger Sub.

Opinion of Financial Advisor. The Xxxxxxx Xxxxx & Co. (the ---------------------------- "Company Financial Advisor") has received delivered to the opinion Board of Directors of the Financial Advisor to the effect --------------------------- Company its opinion that, as of the date thereofof such opinion, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Merger Consideration to be received by the holders of the shares of Company Common Stock in pursuant to the Merger are is fair to such holders from a financial point of view to such holders, and such opinion has not been withdrawn or modified. True and complete copies of all agreements and understandings between the Company or any of its affiliates and the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentview.

Opinion of Financial Advisor. The Company Board has received the opinion of [●], financial advisor to the Financial Advisor Company Board, to the effect that, as of the date thereofhereof, the Offer Consideration to be received by the holders of Company Common Stock in the Offer and the Per Share Merger Consideration is fair to be received by the holders of Company Common Stock in the Merger are fair Company’s stockholders from a financial point of view view. The Company will make available to such holders, and such opinion has not been withdrawn or modified. True Parent a correct and complete copies copy of all agreements and understandings between the Company or any written opinion of its affiliates and [●] as soon as practicable after the Financial Advisor relating to the transactions contemplated by this Agreement have been provided by the Company to Parentreceipt thereof.