Parent Fairness Opinion definition

Parent Fairness Opinion has the meaning assigned in Section 5.23.
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Parent Fairness Opinion means the opinion of the Parent Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the consideration to be received by the Parent Shareholders under the Merger is fair, from a financial point of view, to such Parent Shareholders (other than Affiliates of Parent).
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Parent Fairness Opinion means an opinion of ING Barings LLC, addressed to the Parent Board, as to the fairness of the Merger to Parent from a financial point of view.
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Examples of Parent Fairness Opinion in a sentence

  • A true and complete copy of the Parent Fairness Opinion will be delivered to the Company promptly after receipt of written confirmation thereof.

  • Parent has been authorized by the Parent Financial Advisor to permit the inclusion of the Parent Fairness Opinion and/or references thereto in the Registration Statement and the Proxy Statements by the Parent Financial Advisor.

  • Further, in no event shall the reconfirmation or reissuance, at whatever date, of the Parent Fairness Opinion or the Company Fairness Opinion, as the case may be, constitute a condition precedent to Closing.

  • Parent has been authorized by the Parent Financial Advisor to permit the inclusion of the Parent Fairness Opinion (or, subject to the prior review and approval of the Parent Financial Advisor (such approval not to be unreasonably withheld), a reference thereto) in the Joint Proxy Statement/Prospectus.

  • ING Barings LLC has delivered to the Parent Board the Parent Fairness Opinion, and a true and complete copy thereof has been furnished to the Company.

  • Xxxxxx Brothers (the "Parent Financial Advisor") has delivered to the Parent Board its opinion to the effect that, as of the date such opinion was delivered, the Merger Consideration is fair, from a financial point of view, to Parent (the "Parent Fairness Opinion").

  • Parent has been authorized by the Parent Financial Advisor to permit the inclusion of the Parent Fairness Opinion and/or references thereto in the Registration Statement, the Schedule 13E-3 and the Proxy Statements by the Parent Financial Advisor.

  • The Parent shall have received the Parent Fairness Opinion that is acceptable to the Parent.

  • Lazard has delivered to the Board of Directors of Parent, and not withdrawn, its opinion that the consideration being paid pursuant to Section 2.2 hereof is fair to the shareholders of Parent, as of the date of such opinion, from a financial point of view (the "Parent Fairness Opinion"), and a true and complete copy thereof has been furnished to Purchaser.

  • Parent has been authorized by the Parent Financial Advisor to permit, subject to the prior review and approval of the Parent Financial Advisor (such approval not to be unreasonably withheld), the inclusion of the Parent Fairness Opinion (or a reference thereto) in the Joint Proxy Statement/Prospectus.


More Definitions of Parent Fairness Opinion

Parent Fairness Opinion is defined in Section 5.1(l).
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Parent Fairness Opinion means an updated opinion of Gemini Partners, Inc. delivered to the Parent Board prior to the execution of this Agreement.
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Parent Fairness Opinion means a fairness opinion from X.X. Xxxxxxxx & Co. which concludes that the consideration to be paid by Parent in the Merger is fair to Parent and the stockholders of Parent from a financial standpoint.
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Parent Fairness Opinion means the written opinion of Robixxxx-Xxxxxxxx xxxivered to the board of directors of Parent and WAG (i) to the effect that the consideration to be paid in the Merger is fair, from a financial point of view, to Parent and WAG, and (ii) which has been authorized by Robixxxx-Xxxxxxxx xxx inclusion in the Proxy Statement.
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Parent Fairness Opinion means the opinion of the Parent Financial Advisor dated the date of this Agreement and addressed to the Parent Board, to the effect that, as of the date of such opinion the Rio Grande Merger Consideration to be paid pursuant to this Agreement is fair, from a financial point of view, to Parent.
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Parent Fairness Opinion means an opinion of Bear Stearns & Co. Inc., addressed to the Parent Board, as to the fairnxxx xx the Merger to Parent from a financial point of view.
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Related to Parent Fairness Opinion

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

  • Financial Advisor has the meaning set forth in Section 3.6.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.

  • Financial Advisors has the meaning set forth in Section 4.26.

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

  • Company Board means the Board of Directors of the Company.

  • Financial Adviser means any:

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Board Recommendation has the meaning ascribed thereto in Section 2.4(2).

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Company Recommendation has the meaning set forth in Section 5.3(b).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.