Common use of Determination and Actions by the Board of Directors, etc Clause in Contracts

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act. The Board of Directors (or any committee thereof, to the extent delegated such power and authority by the Board of Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common Stock. All such actions, interpretations, calculations and determinations done or made by the Board of Directors or the committee, as the case may be, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors, etc. For all -------------------------------------------------------- purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Except as otherwise provided herein, the Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer adminis ter this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) under the Exchange Act. The --------------------------------------------------------- Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common Stock. All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Personsparties, and (y) not subject the Board of Directors or any of the directors Company to any liability to the holders of the Rights. (b) In taking any action referred to in Section 5.14 (a), the Board of Directors shall be entitled to consider, without limitation, the financial and managerial resources and future prospects of an Acquiring Person, the possible effects of the action on the business of the Company and its subsidiaries and on the employees, customers, suppliers and creditors of the Company and its subsidiaries and the effects on the communities in which the Company's and its subsidiaries' facilities are located.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Except as otherwise provided herein, the Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this AgreementSubject to Sections 1(m), any calculation of 23(a)(iii), 24(e) and 27(b) hereof, the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, Agreement (including, without limitation, the right a determination to determine redeem or not redeem the Rights or to be null amend the Agreement and voided pursuant to Section 3.1, after taking into account whether any proposed amendment adversely affects the purpose interests of the holders of Rights Certificates). For all purposes of this Agreement and Agreement, any calculation of the Company’s interest in maintaining an orderly trading market in the outstanding shares number of Common StockShares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including, but not limited to, subject to the restrictions set forth in Sections 23 and 27, respectively, a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common StockRights, or to amend this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or of the committee, as the case may beCompany in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Personsparties, and (y) not subject any member of the Board of Directors or any of the directors to any liability to the holders of the RightsRights or to any other Person.

Determination and Actions by the Board of Directors, etc. For all purposes of this AgreementSubject to Sections 1(m), any calculation of 23(a)(iii), 24(e) and 27(b) hereof, the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, Agreement (including, without limitation, the right a determination to determine redeem or not redeem the Rights or to be null amend the Agreement and voided pursuant to Section 3.1, after taking into account whether any proposed amendment adversely affects the purpose interests of the holders of Rights Certificates). For all purposes of this Agreement and Agreement, any calculation of the Company’s interest in maintaining an orderly trading market in the outstanding shares number of Common StockShares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock securities outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the Company’s interest in maintaining an orderly trading market in interests of the outstanding shares holders of Common StockRights). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates or holders of shares of Common Stock.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act. The Board of Directors (or any committee thereofand where expressly provided for herein, to the extent delegated such power and authority by the Board of Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors (or the Disinterested Directors, as the case may be), or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, Agreement (including, without limitation, the right a determination to determine redeem or not redeem the Rights or to be null amend the Agreement and voided pursuant to Section 3.1, after taking into account whether any proposed amendment adversely affects the purpose interests of the holders of Rights Certificates). For all purposes of this Agreement and Agreement, any calculation of the Company’s interest in maintaining an orderly trading market in the outstanding shares number of Common StockShares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or the committee, as the case may beDisinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors (or any of the directors Disinterested Directors) to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock Shares outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall will be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors (or any committee thereof, to the extent delegated such power and authority by the Board of Directors) shall will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common StockRights or to amend or supplement this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors or the committeein good faith, as the case may be, shall will (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other Personsparties, and (yii) not subject the Board of Directors or any of the directors to any liability to the holders any holder of the Rightsany Right Certificate.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (or any committee thereofthe Rights Plan Committee, to the extent if specified herein or hereafter delegated such power and authority by the Board of DirectorsDirectors of the Company) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, the Rights Plan Committee or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common Stock. All such actions, interpretations, calculations and determinations done or made by the Board of Directors of the Company or the committeeRights Plan Committee, as the case may be, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors of the Company or any of the directors to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors, etc. For all -------------------------------------------------------- purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Except as otherwise provided herein, the Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all --------------------------------------------------------- purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Except as otherwise provided herein, the Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common Stock. All such actions, interpretations, calculations and determinations done (including a determination to redeem or made by the Board of Directors or the committee, as the case may be, shall (x) be final, conclusive and binding on the Company, not redeem the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights.amend the

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock Shares outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement; provided, however, that a Person shall not be deemed to beneficially own securities acquired pursuant to the Employee Stock Purchase Plan of the Company or other plans generally applicable to employees, officers, or Directors of the Company. The Board Continuing Directors of Directors (or any committee thereof, to the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made (except as otherwise provided in this Agreement) in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration administra- tion of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights.not

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act, whether or not the Company is registered under the Exchange Act. The Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including, but not limited to, a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in the outstanding shares of Common StockRights or to amend this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or of the committee, as the case may be, Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors or any of the directors Company to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (or any committee thereofthe Rights Plan Committee, to the extent if specified herein or hereafter delegated such power and authority by the Board of Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, the Rights Plan Committee or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and the Company’s 's interest in maintaining an orderly trading market in the outstanding shares of Common Stock. All such actions, interpretations, calculations and determinations done or made by the Board of Directors or the committeeRights Plan Committee, as the case may be, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors, etc. For all --------------------------------------------------------- purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including, without limitation, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Except as otherwise provided herein, the Board of Directors (or any committee thereof, to of the extent delegated such power and authority by the Board of Directors) Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement and (including a determination to redeem or not redeem the Company’s interest in maintaining an orderly trading market in Rights or to amend the outstanding shares of Common StockAgreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or the committee, as the case may bein good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Personsparties, and (y) not subject the Board of Directors or any of the directors to any liability to the holders of the RightsRights Certificates.