Director Action. The Board of Directors of Audits (at a meeting duly called and held) has by the unanimous vote of all directors present (i) determined that the Offer and the Merger are advisable and fair to and in the best interests of Audits and its stockholders; (ii) approved the Merger in accordance with the provisions of Section 251 of the DGCL; (iii) recommended the approval of this Agreement, the tender of all Audits Shares pursuant to the Offer, and the approval of the Merger by the holders of Audits Shares and directed that the Merger be submitted for consideration by the stockholders of Audits as contemplated by Section 6.1(a); and (iv) approved the Inducement Agreement in accordance with Section 203 of the DGCL.
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Director Action. The Board of Directors of Audits the Company (at a meeting duly called and held) has by the unanimous vote of all directors present (i) determined that the Offer and the Merger are advisable and fair to and in the best interests of Audits the Company and its stockholders; (ii) approved the Merger in accordance with the provisions of Section 251 of the DGCL; (iii) recommended the approval of this Agreement, the tender of all Audits Shares Company Common Stock pursuant to the Offer, and the approval of the Merger by the holders of Audits Shares Company Common Stock and directed that the Merger be submitted for consideration by the stockholders of Audits as contemplated by Section 6.1(a)the Company; and (iv) approved the Inducement Voting Agreement in accordance with Section 203 of the DGCL.
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