Common use of Approval and Recommendation of the Board Clause in Contracts

Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents and warrants that the Board (at a meeting duly called and held at which a quorum was present), acting on the unanimous recommendation of the Special Committee, duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the holders of the Public Shares, (ii) declaring advisable, approving and adopting this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) recommending that the holders of the Public Shares tender their Shares pursuant to the Offer and, if required under applicable law, approve and adopt this Agreement and the Merger, subject to the Special Committee's right to recommend that the Board withdraw, modify or amend such recommendation if the Special Committee determines in good faith by a majority vote, after receipt of the advice of its outside counsel, that such action is necessary in order for the Special Committee to comply with its fiduciary duties under applicable law. The Company shall furnish to Purchaser a copy of such resolutions, certified by an appropriate officer of the Company. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, subject to the Special Committee's right to recommend that the Board withdraw, modify or amend its recommendation, as described above.

Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer Merger and represents and warrants that the Board of Directors of the Company (hereafter, the "COMPANY BOARD"), at a meeting duly called and held at which on November 17, 2003, with Xxxxxxx X. Xxxxxxxx abstaining because of his joint current employment relationship with Centex Service Company, a quorum was present)wholly owned subsidiary of Centex, acting on adopted resolutions, in accordance with the unanimous recommendation of the Special Committee, duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the holders of the Public SharesCompany and its stockholders, (ii) approving, adopting and declaring advisable, approving and adopting advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger hereby and (iii) recommending that the holders stockholders of the Public Shares tender their Shares pursuant to the Offer and, if required under applicable law, approve and adopt this Agreement and Company vote in favor of the Merger, subject to the Special CommitteeCompany Board's right to recommend that the Board withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith by a majority votefaith, after receipt of the advice of its outside counsel, that such action is necessary in order for the Special Committee Company Board to comply with its fiduciary duties under applicable law. The Company shall furnish agrees to Purchaser a copy of such resolutions, certified by execute an appropriate officer of the Company. The Company hereby consents amendment to the inclusion Nominee Agreement, in the Offer Documents of the recommendation of the Board described in the immediately preceding sentenceform previously provided, that will allow, subject to the affirmative vote of the stockholders of Centex, which approval will be sought at the Stockholders' Meeting (as defined in Section 2.2 below), for the termination of the Nominee Agreement in all respects without effectuation of a Detachment (as defined in the Nominee Agreement) or distribution of the Deposited Securities (as defined in the Nominee Agreement). The Company Financial Advisor has delivered to the Special Committee's right Committee its Fairness Opinion to recommend that the Board withdraw, modify or amend its recommendationeffect that, as described aboveof the date of such opinion, the Transaction, including the Merger Consideration, is fair to the Company's stockholders from a financial point of view.

Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents and warrants that the Board of Directors of Company (hereafter, the "Company Board"), at a meeting duly called and held at which a quorum was present)on May 19, acting on 2000, unanimously in accordance with the unanimous recommendation of the Special Committee, duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Offer Merger and the MergerOffer, taken together, are fair to, and in the best interests of, Company and the holders of the Public SharesCompany Common Stock (other than FLX, Buyer, MergerCo and their Affiliates), (ii) declaring advisable, approving and adopting this Agreement and the transactions contemplated herebyhereby (including but not limited to the Offer), including the Offer and the Merger and (iii) recommending that the holders shareholders of Company accept the Public Shares Offer and tender their Shares shares of Company Common Stock pursuant to the Offer and, if required under applicable law, approve and adopt this Agreement and the MergerOffer, subject to the Special CommitteeCompany Board's right to recommend that the Board withdraw, modify or amend such recommendation if the Special Committee Company Board determines in good faith by a majority votefaith, after receipt of the advice of its outside counsel, that such action is necessary in order for the Special Committee Company Board to comply with its fiduciary duties under applicable law. The Bear, Xxxxxxx & Co., Inc. has delivered to the Company shall furnish Board its opinion on May 19, 2000 to Purchaser a copy the effect that, as of such resolutionsdate, certified the consideration to be received by an appropriate officer the holders of shares of Company Common Stock pursuant to the CompanyOffer and the Merger, taken together, is fair to the holders of shares of Company Common Stock from a financial point of view. The Subject to the provisions of Section 7.7 hereof and the other provisions of this Agreement, Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in the immediately preceding sentence, subject to the Special CommitteeCompany Board's right to recommend that the Board withdraw, modify or amend its recommendation, as described above.

Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents and warrants that the Board (of Directors of Company, at a meeting duly called and held at which a quorum was present)on May 7, acting on the unanimous recommendation of the Special Committee1998, duly unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including each of the Offer Merger and the MergerOffer, taken together, are fair to, and in the best interests of, Company and the holders of the Public SharesCompany Common Stock, (ii) declaring advisable, approving and adopting this Agreement and the Articles of Merger and the transactions contemplated hereby (including but not limited to the Offer), and (iii) recommending that the shareholders of Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, and, if required, approve and adopt this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) recommending that the holders of the Public Shares tender their Shares pursuant to the Offer and, if required under applicable law, approve and adopt this Agreement and the Merger, subject to the Special CommitteeBoard's right to recommend that the Board withdraw, modify or amend such recommendation if the Special Committee Board determines in good faith by a majority votefaith, after receipt of the based on advice of its outside counsel, that such action is necessary in order for the Special Committee Board to comply with its fiduciary duties under applicable law. The Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation has delivered to the Board of Directors of the Company shall furnish its opinion on May 7, 1998 to Purchaser a copy the effect that, as of such resolutionsdate, certified the consideration to be received by an appropriate officer the holders of shares of Company Common Stock pursuant to the CompanyOffer and the Merger, taken together, is fair to the holders of shares of Company Common Stock from a financial point of view. The Subject to the provisions of Section 7.6 hereof and the other provisions of this Agreement, Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of Company described in the immediately preceding sentence, subject to the Special Committee's Board of Directors' right to recommend that the Board withdraw, modify or amend its recommendation, as described above.