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

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (or, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board, or any of the directors on the Board of Directors to any liability to the holders of the Rights.

Determinations 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board or any of Directors the directors on the Board to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth hereinafter any Person has become an Acquiring Person, certain specified members thereofa 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 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, after any Person has become an Acquiring Person, by the Company Continuing Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Ordinary Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Ordinary 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 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 deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights Rights, to amend the Agreement or to amend this Agreementfind or to announce publicly that any Person has become an Acquiring Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faithor the Company (i) shall be within the discretion of the Board of Directors, (ii) shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yiii) shall not subject the Board of Directors of the Company to any liability to the holders of the RightsRights and Right Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act Act. Except as in effect on explicitly otherwise provided herein, the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Rights 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 Rights Agreement, including, including without limitation, the right and power to (ia) interpret the provisions of this Rights Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreementthe Rights Agreement and a determination of whether there is an Acquiring Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (yii) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe Independent 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 of or the Company or to (or, as expressly provided, the CompanyIndependent Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, as provided for, by the Company Independent Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates or to any other Person.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth where specifically provided for herein, certain specified members thereof) 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 to (ia) interpret the provisions of this Agreement and Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yc) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (or, where specifically provided for herein, by certain specified members thereof) in good faith, shall shall (xc) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and and (yd) not subject the Board of Directors or such specified members thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For ---------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (or, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall shall, subject to the last sentence of the definition of Beneficial Owner in Section 1, 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. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 Agreementhereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights. For purposes of this Agreement, the Rights Agent shall be allowed to assume that all such actions, calculations, interpretations and determinations have been done or made by the Board in good faith.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement, whether a Person is an Acquiring Person and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement), any calculation of the number of Common Shares 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) under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for the purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act Regulations as in effect on the date of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreementthe Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any of the directors on the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, as expressly provided, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, as provided for, by the Company Continuing Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Continuing Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, valuations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. (b) For purposes of this Agreement, any determination to be made by the Board of Directors of the Company may be made by a duly constituted committee thereof if so authorized to act by the Board of Directors pursuant to the Company's Bylaws, and in such circumstances any reference to the Board of Directors herein shall be deemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, subject to the required vote as set forth herein, certain specified members thereof) 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 (subject to the Company required vote as set forth herein) 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (subject to the Company required vote as set forth herein) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject to the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations 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 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Disinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Disinterested Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors (and, where specifically provided for herein, the Board and a majority of the Company (or, as set forth herein, certain specified members thereofContinuing 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, as expressly provided, the Board and a majority of Directors 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 Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors or by a majority of the Company Continuing Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as amended and in effect on the date of this Agreementhereof. The Board of Directors of the Company (orDirectors, except as set forth otherwise specifically provided for herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the RightsRights Certificates (and, as suchprior to the Distribution Date, record holders of the Common Stock) and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Preferred Stock or Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Preferred Stock or Common Stock of which any Person is the Beneficial Owner, shall shall, subject to the last sentence of the definition of Beneficial Owner in Section 1, 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. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on of the date of this Agreementhereof. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors (or the Continuing Directors) to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Stock Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or 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 (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 Agreementhereof. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe concurrence of a majority 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 (with, where specifically provided for herein, the concurrence of Directors a majority 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the concurrence of Directors a majority of the Company Disinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Disinterested Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company (or, as set forth herein, certain specified members thereofContinuing 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board, any of the directors on the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number or amount of shares of Common Stock Voting Securities outstanding at any particular time, including for purposes of determining the particular percentage of the Voting Power represented by such outstanding shares of Common Stock Voting 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 such Rule is in effect on the date of this Agreement. The Board of Directors of the Company (orCompany, except as set forth otherwise specifically provided for herein, certain specified members thereof) 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, limitation the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the RightsRights Certificates (and, as suchprior to the Distribution Date, registered holders of the Common Stock) and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified a majority of the members thereofof the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company (or, where specifically provided for herein, a majority of the members of the Board of Directors of the Company or to the Companythen in office), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specifically provided for herein, by a majority of the members of the Board of Directors of the Company then in office) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the members of the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, including all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, immunities, liabilities, duties or obligations of the Rights Agent hereunder), the holders of the Rights, as such, Rights and all other parties, and (y) not subject . The Rights Agent is entitled to assume the Board of Directors to any acted in good faith and shall be fully protected and incur no liability to the holders of the Rightsin reliance thereon.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (orincluding, as set forth hereinwhere so provided, certain specified members thereofa majority of the Independent 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 (including, where so provided, a majority of the Company Independent 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 this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (including, where so provided, a majority of the Company Independent Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. Wherever in this Agreement a vote of a majority of the Independent Directors is required, there shall be present in office at least one Independent Director.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (Agreement, including, without limitation, a determination to redeem or not to redeem the Rights or to supplement or amend this Agreement). All such calculations, actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (or such specified members thereof) in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights, as such, and all other parties, and (yii) not subject the Board of Directors any director to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Board of Directors of the Company (or, Except as set forth otherwise specifically provided herein, certain specified members thereof) the Board 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 this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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)(il3d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, including without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights, to exchange or not to exchange the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject to the Board of or the Continuing Directors to any liability to the holders of the RightsRight.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified a majority of the members thereofof the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company (or, where specifically provided for herein, a majority of the members of the Board of Directors of the Company or to the Companythen in office), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specifically provided for herein, by a majority of the members of the Board of Directors of the Company then in office) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the members of the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 or 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement, whether a Person is an Acquiring Person and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares 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) under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the RightsRight Certificates. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (or, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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-3d(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on as of the date of this Agreementhereof. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, the Company Continuing Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (yii) not subject the Board of or the Continuing Directors to any liability to the holders of the RightsRights Certificates.

Determinations 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board or any of Directors the directors on the Board to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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 of (with, where specifically provided for herein, 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreementthe Agreement or as to whether an Acquiring Person or Adverse Person exists or as to whether a Triggering Event has occurred). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) of the Company (or, as set forth herein, certain specified members thereof) 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 in this Agreement, 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any Director to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 Agreementhereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 (with, where specifically provided for herein, the concurrence of the 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board or by a majority of the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions of the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company (or, as set forth herein, certain specified members thereofContinuing 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreementhereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the RightsRights unless such liability is otherwise required to be imposed by applicable law, regulations or the Company's restated articles of incorporation.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreementhereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 Agreementhereof. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors (with, where specifically provided for herein, the concurrence or approval of the Company (or, as set forth herein, certain specified members thereofDisinterested 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 or approval 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence or approval of the Company Disinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Disinterested Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, as expressly provided, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, as provided for, by the Company Continuing Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Continuing Directors to any liability to the holders of the RightsRights Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent shall be entitled to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in the Rights Agent’s reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement); provided however that no action, calculation, interpretation or determination of the Board of Directors shall limit the rights of Transocean Company hereunder pursuant to Section 27. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall subject to the rights of Transocean Company aforesaid, (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 this Agreement (including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement)Agreement and whether any proposed amendment adversely affects the interest of the holders of Rights Certificates. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreementthe Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board or any of Directors the directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage number of such outstanding shares of 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and Agreement, (ii) make all determinations deemed necessary or advisable for the Table of Contents administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend the Agreement) and (iii) make all factual determinations deemed necessary or advisable for the administration of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe consent 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 consent 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) interpret the provisions of this Agreement and Agreement, (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend the Agreement) and (iii) make all factual determinations deemed necessary or advisable for the administration of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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, the right and power to to: (i) interpret Interpret the provisions of this Agreement and Agreement; and (ii) make Make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors (or the Continuing Directors) to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth hereinafter any Person has become an Acquiring Person, certain specified members thereofa 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 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (or, after any Person has become an Acquiring Person, a majority of the Company Continuing Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to of the holders of the Rights. 13. Section 31 of the Original Agreement is hereby amended in its entirety to read as follows:

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares Common Shares of Common Stock the Company or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares Common Shares of Common Stock the Company 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe concurrence of Continuing Trustees) 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 of the Company Continuing Trustees) or to the Company, or as may be necessary or advisable in the administration of this Agreement, Agreement including, without limitation, the right and power to (ia) interpret the provisions of this Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the concurrence of Directors of Continuing Trustees), the Continuing Trustees, the Outside Trustees or the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors Board, the Continuing Trustees or the Outside Trustees to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions 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 AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe Independent 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 of or the Company or to (or, as expressly provided, the CompanyIndepen- dent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitationlimita- tion, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary neces- sary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoingfore- going) that which are done or made by the Board of Directors of (or, as provided for, by the Company Independent Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock and/or Preferred Shares outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company Bank (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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 CompanyBank, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights Rights, to exchange or not to exchange the rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the CompanyBank, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject to the Board of or the Continuing Directors to any liability to the holders of the RightsRight.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be protected and incur no liability in reliance theron.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes the purpose of determining the particular percentage of such outstanding shares of Common Stock Shares 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 Act, as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereofwith the concurrence of the Continuing Directors when required) 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 the concurrence of the Continuing Directors when required) or 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 and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations interpretations, and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with the concurrence of the Company Continuing Directors when required) in good faith, faith shall (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, as suchRight Certificates, and all other parties, parties and (yii) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 this Agreement (including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this AgreementAgreement and whether any proposed amendment adversely affects the interest of the holders of Rights Certificates). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 be made in accordance with the last sentence of Rule 13d-3(d)(1)(il3d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified a majority of the members thereofof the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company (or, where specifically provided for herein, a majority of the members of the Board of Directors of the Company or to the Companythen in office), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (or, where specifically provided for herein, by a majority of the Company members of the Board of Director then in office) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the members of the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other partiesPersons, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (or, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors), the Outside Directors or the Company in good faith, shall (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (y) shall not subject the Board of Directors of the Company or the Outside Directors to any liability to the holders of the RightsRights and Right Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreementthe Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board, or any of the directors on the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act, as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 (ia) interpret the provisions of this Agreement Agreement, and (iib) make all determinations deemed necessary or advisable for the KEY TECHNOLOGY, INC. PAGE 36 SECOND AMENDED AND RESTATED RIGHTS PLAN administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (yii) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe 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 of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this Agreement. The Board board of Directors directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereofthe 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 board (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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yi) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors board (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall shall: (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and and (yii) not subject the Board of board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares Common Shares or any other class of Common Stock capital stock outstanding at any particular time, 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 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(or any successor thereto). The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination with respect to redeem the redemption or not redeem exchange of the Rights or to amend this AgreementRights, amendment of the Agreement and determination of an Acquiring Person and its Associates and Affiliates). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Company’s Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject any member of the Board of Directors of the Company to any liability to the holders of the Rights. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified members thereof) the concurrence of a majority of the Directors then in office), 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of a majority of the Company Directors then in office), in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company (or, as set forth herein, certain specified members thereofDisinterested 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Disinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Disinterested Directors to any liability to the holders of the Rights.

Determinations 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 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCorporation, 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this AgreementAgreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Corporation in good faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares Common Shares of Common Stock the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares Common Shares of Common Stock the Company 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 Act; provided, however, that the date number of this AgreementCommon Shares of the Company outstanding at any particular time will include the aggregate number of Common Shares of the Company issuable upon exchange of all Exchangeable Shares outstanding at that particular time. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 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) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. 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 of this Agreementhereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. Any reference herein to action by the Board of Directors of the Company refers to action by such vote as is required by the Restated Articles of Incorporation or By-laws of the Company or otherwise required by applicable law.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 31-RIGHTS AGREEMENT 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. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, limitation a determination to redeem or exchange or not redeem or exchange the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiespersons, and (y) not subject the Board of Directors any director to any liability to the holders of the Rights. The Rights Agent is authorized and protected in assuming that all acts of the Company's Board of Directors were done in good faith.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (orwith, as set forth where specifically provided for herein, certain specified the concurrence of 75% of the members thereofof 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 (with, where specifically provided for herein, the concurrence of 75% of the members of the Board of Directors of the Company 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the concurrence of 75% of the members of the Board of Directors of the Company Company) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations determination (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the aggregate number of votes entitled to be cast by all shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding aggregate number of votes entitled to be cast represented by 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board, or any of the directors on the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, 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 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 Agreementhereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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 (with, where specifically provided for herein, the concurrence of the Board of 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) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, limitations a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Board of Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Ordinary Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Ordinary Shares 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 as in effect on the date of this AgreementAct. The Board of Directors of the Company (orand, as set forth where specifically provided for herein, certain specified members thereofthe Independent 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 of or the Company or to (or, as expressly provided, the CompanyIndependent Directors), 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 deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, as provided for, by the Company Independent Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 provisions of 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 AgreementAct. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company (or, as set forth herein, certain specified members thereofContinuing 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, 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 Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) 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) interpret the provisions of this Agreement and Agreement, (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject to the Board of Directors to any liability to the holders of the Rights.