Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has and the Transaction Committee have received the written opinion of UBS Securities LLC (the “Company Financial Advisor”)LLC, financial advisor to the Company, dated on or prior to the date of the AgreementTransaction Committee, to the effect that, based upon and subject to the assumptions and limitations set forth therein, as of the date of such opinionthis Agreement, the Offer Price Per Share Merger Consideration to be received by the holders of the Company Common Stock pursuant to the Merger is fair, from a financial point of view, to the holders of the Company Common Stocksuch holders. The Company has furnished an accurate made available to Parent a true and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companysuch opinion.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial AdvisorUBS”), financial advisor to the Company, dated on or prior to the date of the Agreement, ) to the effect that, as of the date of such opinionopinion and based upon and subject to the factors and assumptions set forth therein, the Offer Price Merger Consideration to be received by the holders of Company Common Stock is fair, from a financial point of view, to the holders of the Company Common Stocksuch holders. The Company has furnished shall, following receipt of said opinion in written form, furnish an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companypurposes.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price Merger Consideration to be received by holders of shares of Company Common Stock (other than as set forth in such opinion) is fair, from a financial point of view, to the holders of the Company Common Stocksuch holders. The Company has furnished an accurate and complete A copy of said written such opinion will be provided to Parent solely promptly for informational information purposes after only following receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has received the written opinion (or oral opinion to be confirmed in writing) of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price Merger Consideration is fair, from a financial point of view, fair to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy Stock from a financial point of said written opinion to Parent solely for informational purposes after receipt thereof by the Companyview.

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price to be received in the Offer and the Merger, taken together, by the holders of the Shares (other than as set forth in such opinion) is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companysuch holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the consideration to be received by the holders of Shares (other than Parent, Sub and their respective affiliates) pursuant to the Offer Price and the Merger, taken together, is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companysuch holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price Merger Consideration is fair, fair from a financial point of view, view to the holders of the Company Common Stock. The Company has furnished an accurate and , a complete copy of said written which opinion will be made available to Parent solely for informational purposes as soon as practicable after receipt thereof by the Companydate of this Agreement.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price Merger Consideration is fair, from a financial point of view, to the holders of the shares of Company Common StockStock (other than the Principal Stockholders). The Company has furnished an accurate and complete A signed copy of said the written opinion of UBS will promptly be delivered to Parent solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”)Investment Bank, financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinionthis Agreement, and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received by the holders of Company Common Stock in the Offer Price and the Merger is fair, fair from a financial point of viewview to such holders, to the holders of the Company Common Stock. The Company has furnished an accurate and complete a written copy of said written which opinion has been delivered to Parent solely for informational purposes after receipt thereof by the Companyonly.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate Stock (other than Parent, Merger Sub and complete their respective Affiliates), a copy of said written which opinion will be delivered to Parent solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”)LLC, its financial advisor to the Company, dated on or prior to the date of the Agreementadvisor, to the effect that, as of the date of such opinionthis Agreement and based upon and subject to the matters set forth therein, the Offer Price Merger Consideration to be received by the holders of Shares pursuant to this Agreement is fair, fair to such holders from a financial point of view, and such opinion has not been withdrawn or revoked prior to the holders date of the Company Common Stockthis Agreement. The Company has furnished an accurate and complete A written copy of said written such opinion will be delivered to Parent solely for informational purposes after receipt thereof by as promptly as practicable following the Companydate hereof.

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, and subject to the Offer Price assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (other than stockholders of the Company Common Stock. The Company entering into Voting Agreements and their respective Affiliates), and, as of the date of this Agreement, such opinion has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companynot been withdrawn, revoked or modified in any respect.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial AdvisorUBS”), financial advisor to the Company, dated on or prior to the date of the Agreement, ) to the effect that, as of the date of such opinion, the cash consideration to be received in the Offer Price and the Merger by holders of Common Stock (other than Parent, Merger Sub and their respective affiliates) is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companysuch holders.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinionopinion and based upon and subject to the matters set forth therein, the Offer Price Merger Consideration is fair, from a financial point of view, to the holders of the shares of Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has received the oral opinion of UBS Securities LLC (the “Company Financial AdvisorUBS”), financial advisor ) (to the Company, dated on or prior to the date of the Agreement, be confirmed in writing) to the effect that, as of the date of such this Agreement and subject to the assumptions and limitations set forth in UBS’s written opinion, the Offer Price is fair, from a financial point of view, consideration to be received by the holders of the Company Common Stock. The Company has furnished an accurate Stock pursuant to the Merger is fair from a financial point of view to such holders (other than Parent and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companyits Affiliates).

Opinion of Financial Advisor. The Company Board has received the an opinion of UBS Securities LLC (the “Company Financial Advisor”)LLC, financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Price consideration to be received in the Mergers by the holders of the Company Common Stock is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete A written copy of said written such opinion will be furnished, for informational purposes, to Parent solely for informational purposes after as promptly as practicable following the receipt thereof by the Company. It is agreed and understood that such opinion may not be relied on by Parent or Merger Subs.

Opinion of Financial Advisor. The Company Board has received the written opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the Agreement, ) to the effect that, that as of the date of such opinion and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth in such opinion, the Offer Price Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate Company’s shareholders, and complete a copy of said written such opinion will, promptly following the date hereof, be delivered to Parent and Merger Sub solely for informational purposes after receipt thereof by the Company.

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the CompanyLLC, dated on or prior to the date of the this Agreement, to the effect that, as of the date of such opinionopinion and based on and subject to assumptions, matters considered and limitations described therein, the Offer Price Merger Consideration to be received by the holders of Company Common Stock (other than as set forth in such opinion) pursuant to the Merger is fair, from a financial point of view, to the holders of the Company Common Stocksuch holders. The Company has furnished an accurate and complete A copy of said written such opinion shall be made available to Parent Parent, solely for informational purposes purposes, promptly after receipt thereof by the Companydate of this Agreement.

Opinion of Financial Advisor. The Board of Directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”)UBS, financial advisor to the Company, dated on or prior to the date of the Agreement’s financial advisor, to the effect that, as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the Offer Price Consideration (as such term is defined in such opinion) is fair, from a financial point of view, to the holders of Common Shares (other than holders of Common Shares who are proposing to acquire, or are affiliates of entities proposing to acquire, any of the Company Common Stock. The Company has furnished an accurate Excluded Properties and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companytheir respective affiliates).

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of UBS Securities LLC UBS, dated as of the date hereof (the “Company Financial Advisor”), financial advisor a true and correct copy of which will be made available to the Purchaser by the Company solely for informational purposes promptly following its receipt by the Company, dated on or prior to the date of the Agreement), to the effect that, as of the date of such opinion, and subject to the Offer Price various assumptions and qualifications set forth therein, the Merger Consideration to be received by the holders of Company Shares (other than as set forth in such opinion) pursuant to the Merger is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companysuch holders.

Opinion of Financial Advisor. The board of directors of the Company Board has received the opinion of UBS Securities LLC (the “Company Financial AdvisorUBS”), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, the Offer Purchase Price under the Arrangement is fair, from a financial point of view, to the holders of the Company Common Stock. The Company Shares and, as of the date of this Agreement, that opinion has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Companynot been withdrawn, reserved or modified in any material respect.

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of UBS Securities LLC (the “Company Financial Advisor”)LLC, financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of such opinion, opinion the Offer Price Merger Consideration is fair, fair from a financial point of view, view to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy Shares (other than Affiliates of said written opinion to Parent solely for informational purposes after receipt thereof by the Company).

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”) has delivered to the Board of Directors of the Company its written opinion (or oral opinion to be confirmed in writing), financial advisor to the Company, dated on or prior to the date of the Agreement, to the effect that, as of the date of this Agreement, that, as of such opiniondate, the Offer Price Common Stock Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock (other than affiliated stockholders who also own Series C Preferred Stock or Series D Preferred Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Company).

Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated on or prior to the date of the AgreementUBS, to the effect that, as of the date of such opinion specified therein and subject to the assumptions, matters considered and limitations described in such opinion, the Offer Price Merger Consideration to be received by the holders of Company Common Stock is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Company.such holders