Opinions of Xxxxxxx-Xxxxxx Financial Advisors Sample Clauses

Opinions of Xxxxxxx-Xxxxxx Financial Advisors. Xxxxxxx-Xxxxxx has received the opinion of each of Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx & Company, L.L.C., dated January 9, 2006, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to the stockholders of Xxxxxxx-Xxxxxx who will become stockholders of Spinco pursuant to the transactions contemplated by the Separation Agreement.
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Opinions of Xxxxxxx-Xxxxxx Financial Advisors. Xxxxxxx-Xxxxxx has received the opinion of Xxxxxxx, Xxxxx & Co., dated June 19, 2006, to the effect that, as of such date, the Purchase Price to be received by New Xxxxx in payment of the Shares is fair, from a financial point of view, to New Xxxxx.

Related to Opinions of Xxxxxxx-Xxxxxx Financial Advisors

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • No Financial Advisors Except as set forth in Section 2.20 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Consultation with Legal and Financial Advisors By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinions of Counsel for the Company The Underwriter shall have received on each Closing Date

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • No Financial Advisor Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the transactions contemplated hereby.

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