Valuation Opinion. Based upon and subject to the foregoing, including other matters as we considered relevant, PwC is of the opinion that, as of December 31, 2009, the fair market value of Optimal shares is in the range of $2.01 to $2.55 per share.
Valuation Opinion. Prior to the First Closing Date, MOPI will at its own expense eqnugaaligfieeda independent business valuator to prepare a fairness opinion, and if considered necessary a valuation report, the board of directors of MOinPcI onnection with its recommendation to MOPI Shareholders in obtaining the MOPI Shareholder App ro va lVaWlu atKio n H. ´ ³
Valuation Opinion. The Trustee has received an opinion of Marsxxxx & Xtevxxx xxxed as of the date of this Agreement to the effect that (a) the consideration to be received by the Trust in exchange for the IDG Shares is no less than the fair market value, within the meaning of Section 3(18)(B) of ERISA, of the IDG Shares, and (b) the exchange transaction provided for herein is fair to the Trust from a financial point of view.
Valuation Opinion. The Company has received from the Valuation Firm its opinion dated as of February 21, 2011 with respect to the valuation of OpCo as of February 11, 2011. The Company has provided a true and complete signed copy of such opinion to Buyer.
Valuation Opinion. Zoi shall have received an appraisal of the real property holdings of the Company dated within 90 days of the Effective Time.
Valuation Opinion. Receipt by the Company, prior to closing, of an opinion of an investment banking firm selected by the Company, obtained at the Company’s expense, to the effect that the purchase price of the Stock, i.e., $7.25 per share, is equivalent to at least the fair market value thereof, considering the private placement nature of the transaction, the number of shares purchased, the market price of the Company Common Stock as of September 28, 1993, the current valuation of other regional airlines’ equity securities, and other matters deemed relevant by them.
Valuation Opinion. Prior to Closing, Purchaser shall have commissioned a nationally recognized valuation firm to provide an estimate of the value of the Purchased Assets. Purchaser shall pay for the Valuation Opinion up to a maximum of $20,000. In the event that Closing does not occur, the Valuation Opinion shall remain the property of Purchaser, and in the event that Seller enters into negotiations with any third parties within 120 days of the lapse of the Exclusivity Period set forth in the Letter of Intent, Seller shall purchase the Valuation Opinion from Purchaser at cost.
Valuation Opinion. Buyer shall have received a letter from Paragon Capital Partners, LLC, dated as of the date of Closing, reasonably satisfactory to Buyer, stating that (i) the report entitled "Valuation Opinion Relating to KDM Submitted to Alpine Confections, Inc. on March 13, 2006" may be disclosed by the Company or any Retained Subsidiary to a third party in connection with any proceeding involving a Governmental Body; and (ii) there has been no material increase in the value of the KDM Subsidiaries from March 13, 2006 through the Closing Date.
Valuation Opinion. The parties acknowledge that Purchaser has retained Houlihan, Lokey, Hxxxxx & Zxxxx, Inc. to deliver a valuation opinion as to the Per-Share Fair Market Value on the Closing Date (the “Valuation Opinion”). The parties hereto agree to use, if available when required, the amount of the Per-Share Fair Market Value derived therefrom for all Tax purposes relating to the transactions under this Agreement which are dependent upon the DAL:0506861/00010:1931463v15 fair market value of the Company’s common stock including, but not limited to, the calculation of the amount of the fair market value of Shares received upon the exercise of Company Options prior to Closing. Nothing herein shall obligate Purchaser to share the entirety of the Valuation Opinion (other than the result thereof) with Sellers or the Company. Notwithstanding the foregoing, in the event that prior to the Valuation Opinion becoming available, the Company obtains the Parachute Payment Approval, the Company shall clearly advise all stockholders approving such Parachute Payment Approval that (i) the Valuation Opinion is forthcoming, (ii) the Per-Share Fair Market Value derived therefrom may be materially different from the fair market value being used in connection with the Parachute Payment Approval and (iii) the Per-Share Fair Market Value will ultimately be dispositive in respect of the payments approved by such Parachute Payment Approval.
Valuation Opinion. The Trustee has received a letter, a copy of which has been provided to Pxxxxxx, from Mxxxxx Capital stating that Mxxxxx Capital has determined that the sale of the Shares by the ESOP on the terms described in this Agreement is fair to the participants in the ESOP from a financial point of view. Mxxxxx Capital has not withdrawn, rescinded, modified, qualified or changed its opinion described in this Section 3.1.4.