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

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Exchange Act Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii)). Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the Board of Directors 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 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 (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company or to the CompanyOutside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company or to the CompanyOutside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of thisall

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Exchange Act Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the Board of Directors 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 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 (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement. All such actions, calculations, interpretations and

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 under the Exchange Act Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii)). Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the Agreement. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations,

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Exchange Act Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the Board of Directors 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 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 (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement. All such actions, 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

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Preferred Stock or Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Preferred Stock or Common Stock of which any Person is the Beneficial Owner, shall 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors 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 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, including the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations, and determinations (including, for purpose of clause (2) below, all omissions with respect to the foregoing) that are done

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Stock Shares 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors a majority of the Company Continuing Directors) 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) to interpret the provisions of this Agreement and Agreement, (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement) and (iii) make all factual determinations deemed necessary or advisable for the

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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)(1)(i) of the General Rules and Regulations under the Exchange Act Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors 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 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) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement (including a determination to redeem or not redeem

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors) shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or the Outside Directors) 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) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthis Agreement (including, but not limited to, a determi-

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Stock or of Voting Power 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 Regulations as in effect on the date hereof (and shall in any event include shares deemed to be beneficially owned by such Person as a result of the application of Section 1(e)(ii))Act. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Section 28, the The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Disinterested Directors) 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) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of thisthe