Common use of Opinion of Financial Advisors Clause in Contracts

Opinion of Financial Advisors. The Company and the Special Committee have received the opinion of the Special Committee Financial Advisor, dated November 14, 2000, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view. The Company has delivered a signed copy of such opinion to Newco (it being understood that Newco will not be a third party beneficiary of such opinion), and such opinion has not been amended, modified or revoked in a manner adverse to Newco. The Company has been authorized by the Special Committee Financial Advisor to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Special Committee Financial Advisor, a reference thereto) in the Schedule 13E-3 and the Proxy Statement.

Opinion of Financial Advisors. The Company and the ----------------------------- Special Committee have received the opinion of the Special Committee Financial Advisor, dated November 14, 2000, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view. The Company has delivered a signed copy of such opinion to Newco (it being understood that Newco will not be a third party beneficiary of such opinion), and such opinion has not been amended, modified or revoked in a manner adverse to Newco. The Company has been authorized by the Special Committee Financial Advisor to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Special Committee Financial Advisor, a reference thereto) in the Schedule 13E-3 and the Proxy Statement.

Opinion of Financial Advisors. The Company and the Special ----------------------------- Committee have has received the opinion of the Special Committee Financial Advisor, dated November 14, 2000the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view. The Company has delivered a signed copy of such opinion to Newco (it being understood that Newco will not be a third party beneficiary of such opinion), and such opinion has not been amended, modified or revoked in a manner adverse to Newco. The Company has been authorized by the Special Committee Financial Advisor to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Special Committee Financial Advisor, a reference thereto) in the Schedule 13E-3 and the Proxy Statement.

Opinion of Financial Advisors. The Company and the Special Committee have has received the opinion of the Special Committee Financial Advisor, dated November 14, 2000the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view. The Company has delivered a signed copy of such opinion to Newco (it being understood that Newco will not be a third party beneficiary of such opinion), and such opinion has not been amended, modified or revoked in a manner adverse to Newco. The Company has been authorized by the Special Committee Financial Advisor to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Special Committee Financial Advisor, a reference thereto) in the Schedule 13E-3 and the Proxy Statement.

Opinion of Financial Advisors. The Company and the Special Committee have received the opinion of the Special Committee Financial Advisor, dated November 14October 5, 20002001, to the effect that, as of such date, the consideration to be received in the Merger by the Company's stockholders shareholders is fair to the Company's stockholders shareholders from a financial point of view. The Company has delivered a signed copy of such opinion to Newco (it being understood that Newco will not be a third party beneficiary of such opinion), and such opinion has not been amended, modified or revoked in a manner adverse to Newco. The Company has been authorized by the Special Committee Financial Advisor to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Special Committee Financial Advisor, a reference thereto) in the Schedule 13E-3 and the Proxy Statement.