Common use of Opinions of Financial Advisors Clause in Contracts

Opinions of Financial Advisors. (a) The Company Board has received the opinion of the Company’s financial advisor, Citigroup Global Markets Inc. (“Citi”), addressed to the Company Board to the effect that, as of the date of such opinion and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as set forth therein, the Exchange Ratio provided for pursuant to this Agreement is fair, from a financial point of view, to holders of Company Common Stock (other than the Company, Parent, Merger Sub and their respective affiliates). A copy of such opinion will be provided (solely for informational purposes) by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person). (b) The Company Board has received the opinion of the Company’s financial advisor, RBC Capital Markets, LLC (“RBCCM”), addressed to the Company Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio provided for in the Merger is fair, from a financial point of view, to the holders of Eligible Shares of Company Common Stock. A copy of such opinion will be provided (solely for informational purposes) by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person).

Opinions of Financial Advisors. (a) The Company Board (in such capacity) has received the opinion of Centerview Partners LLC, as financial advisor to the Company’s financial advisor, Citigroup Global Markets Inc. (“Citi”), addressed on or prior to the Company Board to the effect date of this Agreement, that, as of the date of such opinion and based on and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations and qualifications on the review undertaken as set forth therein, the Exchange Ratio provided Offer Price of $100.00 in cash, without interest, to be paid to the holders of Shares (other than Excluded Shares and any Shares held by any Affiliate of the Company or Parent) pursuant to this Agreement is fair from a financial point of view to such holders. The Company shall provide a copy of such written opinion to Parent solely for informational purposes promptly after receipt thereof by the Company. (b) The Company Board (in such capacity) has received the oral opinion of BofA Securities, Inc., as financial advisor to the Company, on or prior to the date of this Agreement, to be confirmed by delivery of a written opinion, to the effect that, as of the date of such opinion and based upon and subject to various assumptions and limitations described in such written opinion, the Offer Price to be received in the Transactions by the holders of Shares (other than the holders of Excluded Shares) pursuant to this Agreement is fair, from a financial point of view, to holders of such holders. The Company Common Stock (other than the Company, Parent, Merger Sub and their respective affiliates). A shall provide a copy of such written opinion will be provided (to Parent solely for informational purposes) purposes promptly after receipt thereof by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person)Company. (b) The Company Board has received the opinion of the Company’s financial advisor, RBC Capital Markets, LLC (“RBCCM”), addressed to the Company Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio provided for in the Merger is fair, from a financial point of view, to the holders of Eligible Shares of Company Common Stock. A copy of such opinion will be provided (solely for informational purposes) by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person).

Opinions of Financial Advisors. (a) The Board of Directors of the Company Board has received the opinion of the Company’s financial advisorGuggenheim Securities, Citigroup Global Markets Inc. (“Citi”), addressed to the Company Board to the effect LLC that, as of the date of such opinion and thereof, based on upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as set forth therein, the Exchange Ratio provided for Offer Price to be received by the holders of shares of Company Common Stock (excluding shares of Company Common Stock that constitute Appraisal Shares, are held by the Company as treasury stock or are owned by Parent or Merger Sub immediately prior to the Effective Time) pursuant to this Agreement is fair, from a financial point of view, to holders of Company Common Stock (other than the Company, Parent, Merger Sub and their respective affiliates)such holders. A copy of such opinion will be provided (solely for informational purposes) to Parent by the Company to Parent promptly following the receipt thereof date of this Agreement on a non-reliance basis and for informational purposes only. (it being agreed that such opinion is for the benefit b) The Board of Directors of the Company Board has received the opinion of Centerview Partners LLC, financial advisor to the Company, that, as of the date of such opinion, and may not based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Offer Price to be relied upon paid to the holders of shares of Company Common Stock (other than Appraisal Shares and Company Common Stock owned by the Company as treasury stock, held by Parent or Merger Sub or held by any other Person). (b) The Company Board has received the opinion Affiliate of the Company’s financial advisor, RBC Capital Markets, LLC (“RBCCM”), addressed Company or Parent) pursuant to the Company Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio provided for in the Merger this Agreement is fair, from a financial point of view, to the holders of Eligible Shares of Company Common Stocksuch holders. A copy of such opinion will be provided (solely for informational purposes) to Parent by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is date of this Agreement on a non-reliance basis and for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person)informational purposes only.

Opinions of Financial Advisors. (a) The Company Board has received the opinion of Xxxxx Fargo Securities, LLC, financial advisor to the Company’s financial advisor, Citigroup Global Markets Inc. (“Citi”), addressed to dated the date of the meeting of the Company Board at which this Agreement was approved by the Company Board, to the effect that, as of the date of such opinion and based on and subject to the various limitations, qualifications, assumptions made, procedures followed, and other matters considered and limitations and qualifications on in connection with the review undertaken as set forth thereinpreparation of such opinion, the Exchange Ratio provided for Offer Price to be received by holders of shares of Company Common Stock other than Parent, Purchaser and their respective Affiliates in the Offer and the Merger pursuant to this Agreement is was fair, from a financial point of view, to the holders of shares of Company Common Stock (other than the Company, Parent, Merger Sub Purchaser and their respective affiliates)Affiliates. A copy of such written opinion will be provided (solely to Parent after the Agreement Date, for informational purposes) purposes only, promptly following receipt thereof by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person)Company. (b) The Company Board has received the opinion of the Xxxxxx, Xxxxxxxx & Company’s financial advisor, RBC Capital Markets, LLC (“RBCCM”), addressed to the Company Board Incorporated to the effect that, based upon as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio provided for in the Merger Offer Price is fair, from a financial point of view, to the holders of Eligible Shares shares of Company Common Stock. A copy of such written opinion will be provided (solely to Parent after the Agreement Date, for informational purposes) purposes only, promptly following receipt thereof by the Company to Parent promptly following the receipt thereof (it being agreed that such opinion is for the benefit of the Company Board and may not be relied upon by Parent or Merger Sub or any other Person)Company.