Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger is fair to such holders from a financial point of view.
Appears in 4 contracts
Samples: Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to Parent promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (PVH Corp. /De/), Merger Agreement (Warnaco Group Inc /De/), Merger Agreement (SAVVIS, Inc.)
Opinion of Financial Advisor. The Company's financial advisor, Company has received the oral opinion of Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinionXxxxx, to be subsequently confirmed in writingby delivery of a written opinion, 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 consideration Merger Consideration to be received by paid to the Company's stockholders in the Offer holders (other than Parent and the Merger its affiliates) of Company Common Stock is fair to such holders from a financial point of viewview to such holders.
Appears in 3 contracts
Samples: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "Company opinion of the Financial Advisor"), has delivered to dated the Board date of Directors of the Company an oral opinion, to be confirmed in writingthis Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received by the Company's stockholders in the Offer and the Merger by the Company's stockholders is fair to such holders the Company's stockholders from a financial point of view, a signed copy of which opinion has been delivered to Parent.
Appears in 3 contracts
Samples: Merger Agreement (Tracor Inc /De), Merger Agreement (Gec Acquisition Corp), Merger Agreement (Tracor Inc /De)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received a written opinion from the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, dated as of the date of this Agreement, to the consideration to be received by the Company's stockholders in effect that the Offer and the Merger Price is fair to such holders fair, from a financial point of view, to the holders of shares of Company Common Stock, a signed copy of which opinion has been delivered to Parent.
Appears in 2 contracts
Samples: Merger Agreement (Amazon Com Inc), Merger Agreement (Audible Inc)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "opinion of the Company Financial Advisor"), has delivered to dated the Board date of Directors of the Company an oral opinion, to be confirmed in writingthis Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Merger by the Company's stockholders in the Offer and the Merger holders of Company Common Stock is fair to such holders from a financial point of view. The Company shall provide a complete and correct signed written copy of such opinion to Parent as soon as practicable after the date of this Agreement for information purposes only and the Company has received the consent of the Company Financial Advisor to include such written opinion in the Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Merger Agreement (Ashland Inc.), Merger Agreement (Hercules Inc)
Opinion of Financial Advisor. The Company's ’s financial advisor, Xxxxxxx B. Xxxxx Xxxxxxxx & Company Co., Inc. (the "“Company Financial Advisor"”), has delivered to the Company’s Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Crdentia Corp), Merger Agreement (iVOW, Inc.)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (Board has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to Parent, for informational purposes only, promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Company Shares.
Appears in 2 contracts
Samples: Merger Agreement (New Residential Investment Corp.), Merger Agreement (Home Loan Servicing Solutions, Ltd.)
Opinion of Financial Advisor. The Company's financial advisorCompany has received the oral opinion of Xxxxxxx Xxxxxxxx Partners LP, Xxxxxxx Xxxxx & to be confirmed in writing (with a copy provided solely for informational purposes to Parent promptly after the Company (the "Company Financial Advisor"receives such written confirmation), has delivered to the effect that, subject to certain assumptions, limitations and qualifications, as of the date the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of approved this Agreement, the consideration to be received by the Company's stockholders Exchange Ratio provided in the Offer and the Merger this Agreement is fair to such holders fair, from a financial point of view, to the holders of the Company Common Stock (other than Parent of any Affiliate of Parent).
Appears in 2 contracts
Samples: Framework Agreement (Misys PLC), Merger Agreement (Eclipsys Corp)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, and subject to the effect assumptions, qualification, matters and limitations set forth therein that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Common Stock and such opinion has not been withdrawn or modified. Copies of such opinion will promptly be provided to Parent, solely for informational purposes, following receipt thereof by the Company.
Appears in 2 contracts
Samples: Merger Agreement (SS&C Technologies Holdings Inc), Merger Agreement (DST Systems Inc)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (Board has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to the Buyer Parties, for informational purposes only, promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Aggregate Consideration is fair to such holders fair, from a financial point of view, to the Company.
Appears in 2 contracts
Samples: Share and Asset Purchase Agreement (Home Loan Servicing Solutions, Ltd.), Share and Asset Purchase Agreement (New Residential Investment Corp.)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), Advisor has delivered to the Board of Directors Company the written opinion of the Company an Financial Advisor (or oral opinion, opinion to be confirmed in writing, ) to the effect that, as of the date of this Agreementhereof, the consideration Company Common Share Merger Consideration to be received by the Company's stockholders in the Offer and the Merger holders of Company Common Shares is fair to such holders from a financial point of viewview to such holders. The Company has made available to Parent a complete and correct copy of such opinion (or, if not delivered in writing to the Company prior to the date hereof, the Company will promptly make such opinion available to Parent upon receipt).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Archstone Smith Trust)
Opinion of Financial Advisor. The Company's financial advisorCompany has received the opinion of [Banc of America Securities LLC], Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingcustomary form, to the effect that, as of the date of this Agreement, the consideration to be received in the Merger by the Company's stockholders in the Offer and the Merger holders of Company Capital Stock is fair to such holders fair, from a financial point of view, to such holders, a signed copy of which opinion will be delivered to Parent promptly after receipt by the Company.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "Company oral opinion of the Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingby delivery of a written opinion prior to the Effective Time, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the qualifications, assumptions and limitations set forth therein, the consideration Merger Consideration to be received by the Company's stockholders in the Offer and the Merger by holders of Company Common Shares is fair to such holders fair, from a financial point of view, to such holders, and, as of the date hereof, such opinion has not been withdrawn, rescinded or modified.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received a written opinion from the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, dated as of the date of this Agreement, to the consideration to be received by the Company's stockholders in the Offer and effect that the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of shares of Company Common Stock, a signed copy of which opinion has been delivered to Parent. The Company has been authorized by the Company Financial Advisor to include such opinion in its entirety in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Pediatric Services of America Inc)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), Advisor has delivered to the Company Board of Directors of the Company an its written opinion (or oral opinion, opinion to be confirmed in writing, ) to the effect that, that as of the date of this Agreement, such opinion the consideration Merger Consideration to be received by the Company's stockholders holders of Shares in the Offer and the Merger is fair to such holders fair, from a financial point of view, to such holders, and a true and complete copy of which has been or will be provided to Parent as soon as practicable after the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Forterra, Inc.)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company has received the oral opinion (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing) of Xxxxxx Xxxxxxx & Co. Incorporated, financial advisor to the Company, to the effect that, as of the date of Table of Contents this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger Consideration is fair to such the holders of the Company Stock from a financial point of view. An executed copy of this opinion has been delivered to Parent for informational purposes only.
Appears in 1 contract
Samples: Merger Agreement (Netiq Corp)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "written opinion of the Company Financial Advisor"), has delivered to dated the Board date of Directors of the Company an oral opinion, to be confirmed in writingthis Agreement, to the effect that, as of the date of this Agreement, the consideration Per Share Merger Consideration to be received by the Company's stockholders holders of the Company Common Stock, taken in the Offer and the Merger aggregate, is fair to such holders from a financial point of viewview to such holders, a signed copy of which opinion has been delivered to Parent.
Appears in 1 contract
Samples: Merger Agreement (Fidelity National Financial Inc /De/)
Opinion of Financial Advisor. The Company's financial advisor, Company has received ---------------------------- the oral opinion of U.S. Bancorp Xxxxx Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, Inc. to the effect that, as of the date of this Agreementsuch opinion, the consideration Merger Consideration is fair to be received by the Company's stockholders in the Offer and the Merger is fair to such holders from a financial point of view, and such oral opinion shall be confirmed in writing and shall be delivered to Parent for informational purposes only promptly after the execution and delivery of this Agreement.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "Company Financial Advisor"), has delivered to the Board of Directors oral opinions of the Company an oral opinionFinancial Advisors, to be confirmed in writing, to the effect that, as of the date of this Agreement, and subject to the consideration to be received by the Company's stockholders in the Offer various assumptions and qualifications set forth therein, the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Common Stock (other than Affiliates of Fortress Investment Group LLC). Copies of such opinions will promptly be provided to Parent, solely for informational purposes, following receipt thereof by the Company.
Appears in 1 contract
Samples: Merger Agreement (Intrawest Resorts Holdings, Inc.)
Opinion of Financial Advisor. The Company has received the oral opinion of the Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, to the consideration to be received by effect that the Company's stockholders in the Offer and the Per Share Merger Consideration is fair to such holders fair, from a financial point of view, to the Company's stockholders.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, and subject to the consideration to be received by the Company's stockholders in the Offer various assumptions and qualifications set forth therein, the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of Common Stock (other than Affiliates of Parent). A copy of such opinion will promptly be provided to Parent, solely for informational purposes, following receipt thereof by the Company.
Appears in 1 contract
Samples: Merger Agreement (KAMAN Corp)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company has received the opinion (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company or an oral opinion, opinion to be confirmed in writing) of Xxxxx Group, LLC, financial advisor to Company, to the effect that, as of the date of this Agreementsuch opinion, the consideration Merger Consideration to be received in the Merger by the Company's stockholders in the Offer and the Merger Holders of Company Common Stock is fair to such holders fair, from a financial point of view, to such Holders.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), Advisor has delivered to the Company Board of Directors of the Company its written opinion (or an oral opinion, opinion to be confirmed in writing), to the effect that, dated as of the date of this AgreementAgreement (the "Fairness Opinion"), that, as of such date, the consideration Offer Price to be received by the Company's stockholders holders of Company Common Stock in the Offer and the Merger is fair to such holders fair, from a financial point of view., to the holders of Company Common Stock (other than Parent or any Affiliate of Parent). A copy of such opinion has been provided to the Parent. ARTICLE V
Appears in 1 contract
Samples: Merger Agreement (Bioclinica Inc)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company Financial Advisor"), Advisor has delivered to the Company Board of Directors of the Company its written opinion (or an oral opinion, opinion to be confirmed in writing), to the effect that, dated as of the date of this AgreementAgreement (the “Fairness Opinion”), that, as of such date, the consideration Offer Price to be received by the Company's stockholders holders of Company Common Stock in the Offer and the Merger is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock (other than Parent or any Affiliate of Parent).
Appears in 1 contract
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)
Opinion of Financial Advisor. The Company's financial advisor, Xxxxxxx Xxxxx & Company (has received the "oral opinion of the Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writingwriting (with a copy provided to Parent promptly upon receipt by the Company for informational purposes only), to the effect that, as of the date of this AgreementAgreement and based upon and subject to the assumptions and limitations set forth in the opinion, the consideration to be received by the Company's stockholders in the Offer and the Merger Per Share Price is fair to such holders fair, from a financial point of view, to the holders of Company Common Stock other than Parent and its Affiliates.
Appears in 1 contract
Opinion of Financial Advisor. The Company's financial advisorCompany has received the oral opinion of Xxxxxxxx Capital, Xxxxxxx Xxxxx & Company LLC (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, to the consideration to be received by the Company's stockholders in the Offer and effect that, as of such date, the Merger Consideration is fair to such holders fair, from a financial point of view, to the holders of shares of Company Common Stock. Company has been authorized by Financial Advisor to include such opinion in its entirety in the Proxy Statement, provided that Financial Advisor shall have the right to review, in advance of the filing of the Proxy Statement, the form and content of such opinion and any reference thereto in the Proxy Statement.
Appears in 1 contract
Opinion of Financial Advisor. The Company has received the oral opinion of the Company's financial advisor, Xxxxxxx Xxxxx & Company (the "Company ’s Financial Advisor"), has delivered to the Board as of Directors of the Company an oral opinionAugust 16, to be confirmed in writing2005, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Merger by the Company's ’s common stockholders in the Offer and the Merger is fair to such holders the Company’s stockholders from a financial point of view, and a copy of such opinion in written form shall be delivered to Parent and Purchaser as soon as reasonably practicable after the date hereof. The Company has been authorized by the Company’s Financial Advisor to permit the inclusion of such opinion in its entirety in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Parlex Corp)