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

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. 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 the Company (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 to (i) interpret the provisions of this Agreement, and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Company). All such actions, calculations, interpretations, decisions 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, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares 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 will be made in accordance with with, as the Board of Directors of the Company deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct or the provisions of Section 382 of the Code, or any successor provision or replacement provision. The Board of Directors of the Company (and, where specifically provided for herein, the Continuing Directors) shall will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or Board of Directors of the Company (or, where specifically provided for herein, or to the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, limitation the right and power to (i) interpret the provisions of this AgreementAgreement (including without limitation Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision any determination contemplated by Section 1(a) or any determination as to redeem or not redeem whether particular Rights shall have become null and void). Without limiting any of the rights of the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Company). All Agent under this Agreement, all such actions, calculations, interpretations, decisions interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board (or, where specifically provided for herein, by of Directors of the Continuing Directors) Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board or of Directors of the Continuing Directors Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall will be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Continuing Directors) shall will have the exclusive power and authority to administer this Agreement and to exercise or refrain from exercising any and all rights and powers specifically granted to the Board, or Board of Directors of the Company (or, where specifically provided for herein, or to the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, limitation the right and power to (i) to interpret the provisions of this AgreementAgreement (including without limitation Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder), (ii) to make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision any determination contemplated by Section 1(a) or any determination as to redeem or not redeem whether particular Rights shall have become void), and (iii) to rescind any determination previously made by the Rights or to amend the Agreement and a determination Board of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock Directors of the Company), with such prospective or retroactive effect as the Board deems to be appropriate or advisable. All such actions, calculations, interpretations, decisions interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board (or, where specifically provided for herein, by of Directors of the Continuing Directors) Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board or of Directors of the Continuing Directors Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights.

Determinations and Actions by the Board. of Directors, ------------------------------------------------------ etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares ---- of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (andwith, 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, Board or to the Company (or, where specifically provided for herein, the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the CompanyAgreement). All such actions, calculations, interpretations, decisions 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, by the Continuing Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, ------------------------------------------------------- etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares of Common Stock --- Shares outstanding at any particular time, including for purposes of determining the particular percentage number of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. 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, Board or to the Company (or, where specifically provided for herein, the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of 65 CORP 62338.7 this Agreement, and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement Agreement) and a determination (iii) make all factual determinations deemed necessary or advisable for the administration of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Company)this Agreement. All such actions, calculations, interpretations, decisions 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, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes --------------------------------------- of this Agreement, any calculation of the number of shares 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 ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (andwith, 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, or the Company Board (orwith, where specifically provided for herein, the concurrence of the Continuing Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companythis Agreement). All such actions, calculations, interpretations, decisions 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, where 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, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- --------------------------------------------------------- (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company (andor, where specifically provided for as set forth herein, the Continuing Directorscertain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or Board of Directors of the Company (or, where specifically provided for herein, or to the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation including, but not limited to, a decision determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companythis Agreement). All such actions, calculations, interpretations, decisions 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, by of Directors of the Continuing Directors) Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights. (b) For purposes of this Agreement, any determination to be made by the Board of Directors of the Company may be made by a duly constituted committee thereof if so authorized to act by the Board of Directors pursuant to the Company's Regulations, and in such circumstances any reference to the Board of Directors herein shall be deemed to include a reference to such committee.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of --------------------------------------- this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (andwith, 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, or the Company Board (orwith, where specifically provided for herein, the concurrence of the Continuing Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companythis Agreement). All such actions, calculations, interpretations, decisions 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, where 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, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock 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-3d(d)(1)(i) of the General Rules and Regulations under the Exchange Act. , whether or not the Common Shares are registered under the Exchange Act. (b) The Board of Directors of the Company (and, where specifically provided for herein, acting by at least a majority of the Continuing Outside 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 the Company Board (or, where specifically provided for herein, acting by at least a majority of the Continuing Outside Directors) or to the Company (where specifically provided for herein, acting by at least a majority of the Outside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i1) interpret the provisions of this Agreement, and (ii2) make all decisions calculations and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companysupplement this Agreement). All such actions, calculations, interpretations, decisions interpretations and determinations (including, including for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, where specifically provided for herein, acting by at least a majority of the Continuing Outside Directors) in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (yii) not subject the Board or the Continuing Directors any director to any liability to the holders of the RightsRights or to any other person. (c) Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board. of Directors, ----------------------------------------------------- etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of ---- shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act, as such rule was in effect on January 1, 1998 (without regard to any subsequent amendment or modification thereof). 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, Board or to the Company (or, where specifically provided for herein, the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and Agreement). In making its determination that a determination of whether or not a person is or was Person has become an Acquiring Person Person, the Board may rely upon the information contained in any report filed with the Securities and Exchange Commission, including Schedule 13D and reports filed under Section 16 under the Exchange Act and any other publicly available reports or beneficially owns a certain percentage of stock of information that the Company)Board deems to be reliable. All such actions, calculations, interpretations, decisions 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, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- (a) For all purposes of this Agreement, any calculation of the number of shares of Class A Common Stock, Class B Common Stock, Class C Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Class A Common Stock, Class B Common Stock or Class C Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. Act or the provisions of Section 382 of the Code or any successor or replacement provision. (b) 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, Board or to the Company (or, where specifically provided for herein, the Continuing Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all decisions determinations and determinations calculations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companythis Agreement). . (c) All such actions, calculations, interpretations, decisions 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, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board, or any of the directors on the Board or the Continuing Directors to any liability to any person, including without limitation the Rights Agent and the holders of the Rights. Unless otherwise notified, the Rights Agent shall always be entitled to assume that the Board acted in good faith, and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Exchange Act Regulations under as in effect on the Exchange Actdate hereof. The Except as otherwise specifically provided herein, the Board of Directors of the Company (andincluding, where specifically provided for hereinso provided, a majority of the Continuing 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 the Company Board (orincluding, where specifically provided for hereinso provided, a majority of the Continuing Independent Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, and (ii) to make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Company)Agreement. All such actions, calculations, interpretations, decisions 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 (orincluding, where specifically provided for hereinso provided, by a majority of the Continuing Directors) Independent Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Board or the Continuing Directors any member thereof to any liability to the holders of the Rights. Whenever in this Agreement a vote of a majority of the Independent Directors is required, there shall be present in office at least one Independent Director.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, any calculation of the number of shares of Common Stock 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-3d(d)(1)(i) of the General Rules and Regulations under the Exchange Act, whether or not the Common Shares are registered under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, acting by at least 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 the Company Board (or, where specifically provided for herein, acting by at least a majority of the Continuing Directors) or to the Company (where specifically provided for herein, acting by at least a majority of the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) make all decisions calculations and determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a decision determination to redeem or not redeem the Rights or to amend the Agreement and a determination of whether or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the Companysupplement this Agreement). All such actions, calculations, interpretations, decisions interpretations and determinations (including, including for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, where specifically provided for herein, acting by at least a majority of the Continuing Directors) in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (yii) not subject the Board or the Continuing Directors any director to any liability to the holders of the Rights.