SECTION 301. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, unanimously (i) approved the Merger Agreement, as amended by the First Amendment and this Second Amendment, and approved the transactions contemplated thereby, including the Offer and the Merger, in accordance with the DGCL; (ii) declared that the Offer and the other transactions contemplated by the Merger Agreement, as amended by the First Amendment and this Second Amendment, are fair to, in the best interests of, and advisable to, the Company and the Company Stockholders; (iii) adopted resolutions recommending that the Company Stockholders accept the Offer, tender their Company Common Shares pursuant to the Offer and adopt the Merger Agreement, as amended by the First Amendment and this Second Amendment, and approve the Merger, if required; provided, however, that the Company Board may withdraw, modify or amend its recommendation as provided in Section 8.03 of the Merger Agreement; and (iv) adopted resolutions taking all other actions necessary to render Section 203 of the DGCL inapplicable to each of the Offer, the Merger and the transactions contemplated by the Merger Agreement, as amended by the First Amendment and this Second Amendment.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Accredited Home Lenders Holding Co), Agreement and Plan of Merger (Accredited Home Lenders Holding Co), Agreement and Plan of Merger (LSF5 Accredited Merger Co Inc)
