Common use of Approval and Recommendation Clause in Contracts

Approval and Recommendation. The Board of Directors of PowerCerv, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of PowerCerv its shareholders (ii) approved this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of PowerCerv approve and adopt this Agreement. The Board of Directors of PowerCerv has reviewed the opinion of Capitalink, L.C., financial advisor to the Board of Directors of PowerCerv (the "Financial Advisor"), that, as of the date of this Agreement, the consideration to be received pursuant to this Agreement is fair to the shareholders of PowerCerv from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Proxy Statement (as defined below).

Approval and Recommendation. The Board of Directors of PowerCerv, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of PowerCerv its shareholders (ii) approved this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of PowerCerv approve and adopt this Agreement. The Board of Directors of PowerCerv has reviewed the opinion of Capitalink, L.C., financial advisor to the Board of Directors of PowerCerv (the "Financial AdvisorFINANCIAL ADVISOR"), that, as of the date of this Agreement, the consideration to be received pursuant to this Agreement is fair to the shareholders of PowerCerv from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Proxy Statement (as defined below).