Common use of Opinion of Financial Advisors Clause in Contracts

Opinion of Financial Advisors. The Board of Directors of the Company has received an opinion from Xxxxx Xxxxxxx & Co., dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock), a signed copy of which opinion will be delivered to Parent solely for informational purposes as 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)

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Opinion of Financial Advisors. The Company Board of Directors of the Company has received an the opinion from of Xxxxxxx Xxxxx Xxxxxxx & Co., dated the date of this Agreement, Co. LLC to the effect that, as of the date of such dateopinion 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 holders date of Company Common Stock (assuming conversion of Company Preferred Stock)this Agreement, a signed true, correct and complete copy of which such opinion will be delivered made available to Parent solely for informational purposes as promptly as practicable after receipt thereof by the Companyonly.

Appears in 2 contracts

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

Opinion of Financial Advisors. The Board of Directors of the Company has received an opinion from Xxxxx Xxxxxxx & Co., dated the date of this Agreement, DLJ to the effect that, as of such datethe date of this Agreement, the Merger Consideration is fair, fair to the stockholders of the Company (other than stockholders who are Affiliates of the Company) from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock), and a signed true and correct copy of which such opinion will be has been delivered to Parent solely for informational purposes as promptly as practicable after receipt thereof by the CompanyParent.

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 has received an opinion opinions from Xxxxxxxx Wertheim and Xxxxx Xxxxxxx & Co., dated the date of this Agreement, Xxxxxx to the effect that, as of such datethe date of this Agreement, the Merger Consideration is fair, fair to the holders of Company Common Stock from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock), and a signed written copy of which opinion opinions will be delivered to Parent solely for informational purposes as promptly as practicable 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 has received an the opinion from of Xxxxxxx, Xxxxx Xxxxxxx & Co., dated Co. on or prior to the date of this Agreement, to the effect that, as of the date of such dateopinion, the Merger Consideration as provided in Section 3.1(b) payable to each holder of outstanding Company Common Stock is fair, fair to the stockholders of the Company from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock), a signed . A copy of which such opinion will be delivered to Parent Buyer within two business days of receipt by the Company solely for informational purposes as promptly as practicable after receipt thereof by the Companypurposes.

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 has received an opinion from Xxxxx Xxxxxxx & Co.Xxxxxx Brothers, dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock)Company’s stockholders, a signed copy of which opinion will be delivered to Parent solely for informational purposes as 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 has received an opinion from Xxxxx Xxxxxxx & Co.Lehman Brothers, dated the date of this Agreement, to the effect that, as of xx xf such date, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (assuming conversion of Company Preferred Stock)Company's stockholders, a signed copy of which opinion will be delivered to Parent solely for informational purposes as 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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