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
Valuation Opinion. The Principal Sellers shall have received a valuation opinion of Advest, dated as of the Closing Date, reasonably satisfactory to the Principal Sellers, valuing the Buyer Shares at no less than 50% of the total Merger Consideration; and
Valuation Opinion. The Syndication Agent shall have received the ----------------- valuation opinion of Willamette Management Associates in form and substance acceptable to the Syndication Agent which shall include an opinion that the transaction as contemplated by the ESOP Documentation is fair to the ESOP participants and that the ESOP Trust is not paying more for the stock purchased than adequate consideration as defined in Section 3(18) of ERISA.
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. 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. 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.
Valuation Opinion. TouchStone may, but shall not be obligated to, obtain on or before March 5, 1999, at its sole cost and expense, a third-party opinion as to value of the Company. Should such opinion not be reasonably acceptable to TouchStone, TouchStone shall be entitled to terminate this Agreement and the transactions contemplated hereby, in which event TouchStone shall pay or reimburse Sellers for the payment of, up to $115,000 of expenses reasonably incurred by Sellers in connection with the transactions contemplated hereby.
Valuation Opinion. The Company shall use its commercially reasonable efforts to cause the firm engaged to render the Valuation Opinion to permit reliance thereon by Parent.
