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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 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) under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the 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. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such the outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall will be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Rules under the Exchange Act as in effect on the date of this Agreementhereof. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 of 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 (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) of Directors in good faith, shall faith will (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the RightsRights or to any other person. 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. For all purposes of this Agreement, any calculation 30 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) under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the 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. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock Voting Securities outstanding at any particular time, including for purposes of determining the particular percentage of 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)(il3d-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, after any Person has become an Acquiring Personwhere specifically provided for herein, a majority the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement Agreement. and to exercise all rights and powers specifically granted to the Board (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 (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including (i) a determination as to the identity of the Affiliates and Associates of any person, (ii) a determination as to the extent of the Beneficial Ownership of any Person, and (iii) a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, by the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company (or the Continuing Directors Directors) to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of 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) under of the Exchange Act as in effect on the date of this AgreementRegulations. The Board board of Directors directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations or calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, after any Person has become an Acquiring Person, by board of directors of the Continuing Directors) Company in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Certificates and all other parties, Persons and (y) not subject the Board board of Directors directors of the Company or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the 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. For all purposes of this Agreement, any calculation 30 of the number of shares Ordinary Shares of Common Stock the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares Ordinary 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 Rules under the Exchange Act as in effect on the date of this Agreementhereof. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 of 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 (a) interpret the provisions of this Agreement, Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange terminate or not to redeem or exchange terminate the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) of Directors in good faith, faith shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other parties. Notwithstanding any provision or language of this Agreement that might be construed to suggest the contrary, and for all purposes of this Agreement, (ya) not subject the Rights Agent is entitled always to assume that the Board of Directors of the Company or acted in good faith and shall be fully protected and incur no liability in reliance thereon and (b) all determinations made by the Continuing Board of Directors to any liability to in accordance with this Agreement shall be binding on the holders of the RightsRights Agent.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 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) under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to 34 amend this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the 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. For all purposes of this Agreement, any calculation 30 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 Rules under the Exchange Act as in effect on the date of this Agreementhereof. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 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, including without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not redeem the Rights, to redeem or exchange the Rights declare that a Person is an Adverse Person or to amend this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, by the concurrence of the Continuing Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the RightsRights or to any other person. The Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes the calculation of determining the particular percentage of such the 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, after any Person has become an Acquiring Personwhere expressly provided in this Agreement, 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 of Directors (or, where expressly provided in this Agreement, the Continuing Directors) or to the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (a) interpret the provisions of this Agreement, Agreement and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations interpretations, and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which that are done taken or made by the Board of Directors (or, after any Person has become an Acquiring Personwhere expressly provided in this Agreement, by the Continuing Directors) in good faith, faith shall (xi) be final, conclusive conclusive, and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Right Certificates, and all other parties, parties and (yii) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock Voting Securities outstanding at any particular time, including for purposes of determining the particular percentage of 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 in effect on the date of this Agreementhereof. The Board of Directors of the Company (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, a majority the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (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 (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including (i) a determination as to the identity of the Affiliates and Associates of any person, (ii) a determination as to the extent of the Beneficial Ownership of any Person, and (iii) a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, by the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company (or the Continuing Directors Directors) to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 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) under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, a A majority of the Continuing Directors) Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this Agreement); provided, however, that any redemption of Rights shall also be -------- ------- subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) Directors in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the 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. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of 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) under of the Exchange Act as in effect on the date of this AgreementRegulations. The Board board of Directors directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations or calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, after any Person has become an Acquiring Person, by board of directors of the Continuing Directors) Company in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Certificates and all other parties, Persons and (y) not subject the Board board of Directors directors of the Company or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent shall be entitled always to assume that the 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. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock Voting Securities outstanding at any particular time, including for purposes of determining the particular percentage of 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 in effect on the date of this Agreementhereof. The Board of Directors of the Company Bank (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, a majority the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of the Continuing Directors) or to the CompanyBank, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including (i) a determination as to the identity of the Affiliates and Associates of any person, (ii) a determination as to the extent of the Beneficial Ownership of any Person, and (iii) a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (orwith, after any Person has become an Acquiring Personwhere specifically provided for herein, by the concurrence of the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Bank, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company (or the Continuing Directors Directors) to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation 30 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) under of the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, 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 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) of Directors in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Certificate and all other parties, 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. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to the Continuing Directors or to the Company pursuant to this Agreement and no effect shall be given to any such action, calculation, interpretation, determination or exercise of rights or powers unless at least two Continuing Directors are then in office.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 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 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, after any Person has become an Acquiring Person, 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 or to the CompanyBoard, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights Agreement, a determination whether or not a Person would be deemed to be an “Exempt Person” for the purposes of this Agreement or a transaction would be deemed to be an “Exempt Transaction” for the purposes of this Agreement, and any determination as to whether actions or any Person shall be such as to cause such Person to Beneficially Own shares held by another Person); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) belowthis sentence, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent (except with respect to the Rights Agent’s own 4934-2276-9410.1 rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties. For all purposes of this Agreement and to the extent permitted by law, and (y) not subject any action taken by a duly authorized committee or subcommittee of the Board of Directors of shall be deemed to be an action taken by the Company or the Continuing Directors to any liability to the holders of the RightsBoard.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Voting 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 (or, after any Person has become an Acquiring Person, 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 Company's 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (xi) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (yii) not subject the Company's Board of Directors of the Company or the Continuing 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. For all purposes of this Agreement, any calculation 30 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 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, after any Person has become an Acquiring Person, 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 or to the CompanyBoard, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights Agreement, a determination whether or not a Person would be deemed to be an “Exempt Person” for the purposes of this Agreement or a transaction would be deemed to be an “Exempt Transaction” for the purposes of this Agreement, and any determination as to whether actions or any Person shall be such as to cause such Person to Beneficially Own shares held by another Person); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) belowthis sentence, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent (except with respect to the Rights Agent’s own 4872-4688-7820.9 rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties. For all purposes of this Agreement and to the extent permitted by law, and (y) not subject any action taken by a duly authorized committee or subcommittee of the Board of Directors of shall be deemed to be an action taken by the Company or the Continuing Directors to any liability to the holders of the RightsBoard.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation 30 of the number of shares of Common Stock Shares or Preferred Shares outstanding at any a particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or Preferred 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, after any Person has become an Acquiring Person, 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 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 (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, after any Person has become an Acquiring Person, by of Directors of the Continuing Directors) Company in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights and all other partiesPersons, and (y) not subject the Board of Directors of the Company or the Continuing 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. (a) For all purposes of this Agreement, any calculation 30 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, after any Person has become an Acquiring Person, 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 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence)Company, the Rights Agent, the holders of the Rights Certificates and all other parties, 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. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to the Continuing Directors or to the Company pursuant to this Agreement and no effect shall be given to any such action, calculation, interpretation, determination or exercise of rights or powers unless at least two Continuing Directors are then in office.