Opinion of Purchaser's Financial Advisor Sample Clauses

Opinion of Purchaser's Financial Advisor. The special committee of the Board of Directors of Purchaser (the “Special Committee”), comprised of independent directors and established to evaluate the fairness of the transactions contemplated hereby to Purchaser’s stockholders, has received an opinion from CIBC World Markets Corp., dated on or prior to the date of this Agreement, to the effect that, as of such date, (i) the consideration to be paid in the Sale and to satisfy the Capital Lease Obligation, taken together, is fair, from a financial point of view, to Purchaser and (ii) the Offer Consideration to be received by the holders of Purchaser Stock in the Offer is fair, from a financial point of view, to such holders, other than Gilat Israel and its Affiliates.
Sample 1
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Opinion of Purchaser's Financial Advisor. The special committee of the Board of Directors of Purchaser (the "Special Committee"), comprised of independent directors and established to evaluate the fairness of the transactions contemplated by the First Amended Agreement to Purchaser's stockholders, has received an opinion from CIBC World Markets Corp., dated on or prior to the date of the First Amended Agreement, to the effect that, as of such date, (i) the consideration to be paid in the Sale is fair, from a financial point of view, to Purchaser and (ii) the "Offer Consideration", as such term is defined in the First Amended Agreement, to be received by the holders of Purchaser Stock in the Offer is fair, from a financial point of view, to such holders, other than Gilat Israel and its Affiliates.
Sample 1

Related to Opinion of Purchaser's Financial Advisor

  • Opinion of Purchaser's Counsel Purchaser shall deliver at Closing an opinion of counsel to Purchaser addressed to Seller in substantially the form attached hereto as Exhibit 8.5.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of Financial Advisor 27 SECTION 3.18

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.

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