Actions by the Company Board from Agreement and Plan of Merger
This Agreement and Plan of Merger (this Agreement), dated as of March 28, 2010, is entered into by and among Avnet, Inc., a New York corporation (Parent), AVT Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), and Bell Microproducts Inc., a California corporation (the Company).
Actions by the Company Board. The Company Board, at a meeting duly called and held, has (i) determined that each of the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) declared the advisability of and duly approved this Agreement and the transactions contemplated hereby, including the Merger, which approval is sufficient to satisfy the requirements of Section 1101 of the CGCL, (iii) resolved to recommend that holders of shares of Company Common Stock approve the principal terms of the Merger (the Recommendation), and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state Takeover Law or similar Law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement, and, as of the date hereof, none of the aforesaid actions by the Company Board has been amended, rescinded or modified. No Takeover Law is applicable to the Merger or the transactions contemplated by this Agreement.