Common use of Approval and Recommendation Clause in Contracts

Approval and Recommendation. The Board of Directors of Seller, 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 Seller its shareholders, and (ii) approved this Agreement and the transactions contemplated hereby. The shareholders of Seller do not need to approve or adopt this Agreement. The Board of Directors of Seller has reviewed the opinion of CBIZ Valuation Group, Inc., financial advisor to the Board of Directors of Seller (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 Seller from a financial point of view (the "Fairness Opinion").

Approval and Recommendation. The Board of Directors of Seller, 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 Seller its shareholders, and (ii) approved this Agreement and the transactions contemplated hereby. The shareholders of Seller do not need to approve or adopt this Agreement. The Board of Directors of Seller has reviewed the opinion of CBIZ Valuation Group, Inc., financial advisor to the Board of Directors of Seller (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 Seller from a financial point of view (the "“Fairness Opinion"”).