Common use of Opinion of Financial Advisors Clause in Contracts

Opinion of Financial Advisors. The Company Board has received the opinion of Xxxxxxx Xxxxx & Co. LLC to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Parent and its Affiliates) is fair, from a financial point of view, to such holders. Promptly after the date of this Agreement, a true, correct and complete copy of such opinion will be made available to Parent for informational purposes only.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)

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Opinion of Financial Advisors. The Board of Directors of the Company Board has received an opinion from Xxxxx Xxxxxxx & Co., dated the opinion date of Xxxxxxx Xxxxx & Co. LLC this Agreement, to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereindate, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Parent and its Affiliates) is fair, from a financial point of view, to such holders. Promptly after the date holders of this AgreementCompany Common Stock (assuming conversion of Company Preferred Stock), a true, correct and complete signed copy of such which opinion will be made available delivered to Parent solely for informational purposes onlyas promptly as practicable after receipt thereof by the Company.

Appears in 2 contracts

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

Opinion of Financial Advisors. The Board of Directors of the Company Board has received the opinion of Xxxxxxx opinions from Xxxxxxxx Wertheim and Xxxxx & Co. LLC Xxxxxx to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereinthis Agreement, the Merger Consideration to be paid is fair to the holders of shares of Company Common Stock (other than Parent and its Affiliates) is fair, from a financial point of view, to such holders. Promptly after the date of this Agreement, and a true, correct and complete written copy of such opinion which opinions will be made available delivered to Parent for informational purposes onlypromptly after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman Polymers Corp)

Opinion of Financial Advisors. The Board of Directors of the Company Board has received the an opinion of Xxxxxxx Xxxxx & Co. LLC from DLJ to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereinthis Agreement, the Merger Consideration to be paid is fair to the holders stockholders of shares of the Company Common Stock (other than Parent and its Affiliatesstockholders who are Affiliates of the Company) is fair, from a financial point of view, to such holders. Promptly after the date of this Agreement, and a true, true and correct and complete copy of such opinion will be made available has been delivered to Parent for informational purposes onlyParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (May Department Stores Co)

Opinion of Financial Advisors. The Board of Directors of the Company Board has received the opinion of Xxxxxxx Xxxxxxx, Xxxxx & Co. LLC on or prior to the date of this Agreement, to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereinopinion, the Merger Consideration as provided in Section 3.1(b) payable to be paid to the holders each holder of shares of outstanding Company Common Stock (other than Parent and its Affiliates) is fair, fair to the stockholders of the Company from a financial point of view, to such holders. Promptly after the date of this Agreement, a true, correct and complete A copy of such opinion will be made available delivered to Parent Buyer within two business days of receipt by the Company solely for informational purposes onlypurposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart & Final Inc/De)

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Opinion of Financial Advisors. The Board of Directors of the Company Board has received an opinion from Xxxxxx Brothers, dated the opinion date of Xxxxxxx Xxxxx & Co. LLC this Agreement, to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereindate, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Parent and its Affiliates) is fair, from a financial point of view, to such holders. Promptly after the date of this AgreementCompany’s stockholders, a true, correct and complete signed copy of such which opinion will be made available delivered to Parent solely for informational purposes onlyas promptly as practicable after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc)

Opinion of Financial Advisors. The Board of Directors of the Company Board has received an opinion from Lehman Brothers, dated the opinion date of Xxxxxxx Xxxxx & Co. LLC this Agreement, to the effect that, as of the date of xx xf such opinion and based upon and subject to the limitations, qualifications and assumptions set forth thereindate, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Parent and its Affiliates) is fair, from a financial point of view, to such holders. Promptly after the date of this AgreementCompany's stockholders, a true, correct and complete signed copy of such which opinion will be made available delivered to Parent solely for informational purposes onlyas promptly as practicable after receipt thereof by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

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