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 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 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 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 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 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 (and, where specifically provided for herein, the Continuing Directors or 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 or to the CompanyCompany (or, as expressly provided, the Continuing Directors or Independent Directors), 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 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 of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith, faith (i) 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 Right Certificates and all other partiesPersons, and (yii) shall not subject the Board of Directors of or the Company Continuing Directors or Independent 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 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 (with, where specifically provided for herein, the concurrence of the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of the Disinterested 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 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 of Directors (or, where specifically provided for herein, by the Disinterested 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 or any of the Company Disinterested Directors to any liability to the holders of the RightsRights or to any other person.

Determinations and Actions by the Board of Directors. 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) under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (in conjunction with the Continuing Directors as specifically provided in this Agreement) or, where applicable as specifically provided in this Agreement, the Continuing Directors 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 (in conjunction with the Continuing Directors, as applicable) or 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, 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 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 that are done or made by the Board of Directors of the Company or the Continuing Directors, as applicable, 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 Rights, as such, and all other parties, and (y) not subject the Board of Directors of or the Company Continuing Directors, as applicable, 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 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) under of 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 (and, where specifically provided for herein, 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 CompanyCompany (or, where specifically provided for herein, the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to (a) interpret the provisions of this Agreement, and (bii) 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 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 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 the Board of Board, any member thereof or the Continuing Directors of the Company 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 of the number of shares of Common Stock Shares outstanding at any a 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 (with, where specifically provided for herein, the concurrence of the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the 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 (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 that are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Disinterested 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 partiesPersons, and (y) not subject the Board of Directors of or the Company Disinterested 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 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 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); providedPROVIDED, howeverHOWEVER, 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 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 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 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (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 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 of Directors (or, where specifically provided for herein, by 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 or any of the Company Continuing Directors to any liability to the holders of the RightsRights or to any other person.

Determinations and Actions by the Board of Directors. 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 Ownerowner, 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 (and, where specifically provided for herein, 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 or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent 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, and (yii) not subject the Board of or the Independent Directors of the Company 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 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) under Section 382 of the Exchange Act Internal Revenue Code of 1986, as in effect on the date of this Agreementamended, or any successor provision or replacement provision. The Board of Directors of the Company (with, where specifically provided for herein, the approval 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 approval of a majority of the Disinterested 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 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 of Directors (or, where specifically provided for herein, by a majority of the Disinterested 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 or any of the Company Disinterested Directors to any liability to the holders of the RightsRights or to any other person.

Determinations and Actions by the Board of Directors. 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 (and, where specifically provided for herein, only upon approval by two-thirds (2/3) 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 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, where specifically provided for herein, upon approval by two-thirds (2/3) of the directors then in office) 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 Right Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors of the Company 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 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 (and, where specifically provided for herein, only upon the affirmative vote 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 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, where specifically provided for herein, upon approval by a majority 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 Right Certificates, and all other parties, parties and (y) not subject the Board of or the Continuing Directors of the Company 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 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 Regulations (or if such Rule is superseded, such provision of the date of this Agreementrule, regulation or statue that replaces such sentence). The Board board of Directors 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 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 board of directors of the 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 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 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 (and, where specifically provided for herein, only upon the affirmative vote 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 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, where specifically provided for herein, upon approval by a majority 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 Right Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors of the Company 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 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 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 te General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of that number of Continuing Directors as provided herein) 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, that number of Continuing Directors as provided 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 (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 of Directors of the Company (with, where specifically provided for herein, the concurrence of that number of Continuing Directors as provided herein) 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, parties and (y) not subject the Board of or the Continuing Directors of the Company 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 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)(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 (and, where specifically provided for herein, 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 or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent 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, and (yii) not subject the Board of or the Independent Directors of the Company 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 of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular par- ticular 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 (and, where specifically provided for herein, 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 or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent 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, and (yii) not subject the Board of or the Independent Directors of the Company 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 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 (and, where specifically provided for herein, 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 or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent 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, and (yii) not subject the Board of or the Independent Directors of the Company 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 calcula- tion 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 (and, where specifically provided for herein, 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 or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent 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, and (yii) not subject the Board of or the Independent Directors of the Company 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 recalculation 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)(i13-3(d) (l) (i), or any successor provision thereof, 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 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 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 of clause Subparagraph (y) below, all omissions with respect to the foregoing) which that are done or made by the Board (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 (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 Rights, and all other parties, ; and (y) not subject the Board of or the Continuing Directors of the Company 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 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 (and, where specifically provided for herein, only upon approval by 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 of Directors (or, where specifically provided for herein, upon approval by a majority 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 Right Certificates and all other parties, parties and (y) not subject the Board of or the Continuing Directors of the Company to any liability to the holders of the Rights.