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

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, and (y) not subject the Board, or any member thereof, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to (i) interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or Section 382 of the Code and the Treasury Regulations promulgated thereunder, and (iic) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination as to redeem or not whether to redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with Section 23 hereof, to exchange the last sentence of Rule 13d-3(d)(1)(i) rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the General Rules and Regulations Rights Agent under the Exchange Act as in effect on the date of this Agreement). All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (y) below, including all omissions with respect to the foregoing) that which are done or made by the Board Board, or an authorized committee of the Board, in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, parties and (y) shall not subject the Board, Board or any member thereof, or an authorized committee of the Board, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume that the Board Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of In administering this Agreement and exercising the rights and powers specifically granted to the extent permitted by lawBoard and to the Company, and in interpreting this Agreement and making any action taken by a duly determination under this Agreement, the Board, or an authorized committee thereof, may consider any and all facts, circumstances or subcommittee of the Board shall be deemed information that it deems to be an action taken by the Board; providednecessary, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee useful or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardappropriate.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board Board, or any committee thereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

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 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 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, including without limitation, limitation a determination decision to redeem or not redeem the Rights or to amend or supplement this the Agreement and a determination of whether any proposed amendment adversely affects the interests or not a person is or was an Acquiring Person or beneficially owns a certain percentage of stock of the holders of Right CertificatesCompany). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations interpretations, decisions and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specifically provided for herein, by the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights Certificates and all other parties, and (y) not subject the Board, Board or any member thereof, the Continuing Directors to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Companyof Directors, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates)--------------------------------- ------------------- etc. For all purposes of this Agreement, any calculation of the number of --- shares of Common Shares or other securities Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities 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. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors) shall have the exclusive power, authority and discretion to administer this Agreement and to exercise all rights and powers specifically granted to such Board of Directors (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limita- tion, the right and power to (i) interpret the provisions of this Agreement, and - (ii) make all determinations deemed necessary or advisable for the -- administration of this Agreement (including, but not limited to, a determination to redeem or not redeem the Rights, to amend the Agreement or to find or to announce publicly that any Person has become an Acquiring Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board in good faithof Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), the Outside Directors or the Company (i) - shall be within the discretion of the Board of Directors or the Outside Directors, (xii) shall be final, conclusive and binding on the Company, the -- Rights Agent, the registered holders of the Rights Right Certificates and all other parties, and (yiii) shall not subject the BoardBoard of Directors of the Company, the Continuing --- Directors or any member thereof, the Outside Directors to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the BoardRight Certificates.

Determinations and Actions by the Board. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made pursuant to and in accordance 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 Act or the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder, or in each case any successor provision or replacement provision. The Board shall of Directors of the Company will 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, 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 determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares contemplated by Section 1(a) or any other securities of which any Person is the Beneficial Owner, determination as to whether particular Rights 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 Agreementhave become void). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, parties and (y) not subject the Board, or any member thereof, Board of Directors of the Company to any liability to any Person, including without limitation the registered Rights Agent and the holders of the Rights.” 6. Exhibit B to the Rights Agreement is hereby deemed amended and restated in a manner consistent with this Amendment. 7. Capitalized terms used without other definition in this Amendment will be used as defined in the Rights Agreement. 8. This Amendment will be deemed to be a contract made under the internal substantive laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such State. 9. The Rights Agent is entitled always to assume the Board acted Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in good faith full force and shall effect. 10. This Amendment may be fully protected executed in any number of counterparts and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders each of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For such counterparts will for all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by original, and all such counterparts shall together constitute but one and the Board; providedsame instrument. A signature to this Amendment transmitted electronically shall have the same authority, that for effect, and enforceability as long an original signature. 11. This Amendment will be effective as of the Special Committee is in existence, Effective Time and all references to the duties Rights Agreement will, from and powers of the Board in this Agreement shall after such time, be deemed to be references to the duties and powers Rights Agreement as amended hereby. 12. The undersigned officer of the Special CommitteeCompany, and any action taken by the Special Committee or a being duly authorized subcommittee thereof shall be deemed on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to be an action taken by the BoardRights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. 13. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made in accordance with the provisions of Section 382 of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder. The Board shall of Directors of the Company will have the exclusive power and authority to administer this Agreement and to exercise or refrain from exercising 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, 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) and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares contemplated by Section 1(a) or any other securities of which any Person is the Beneficial Owner, determination as to whether particular Rights shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules have become null and Regulations under the Exchange Act as in effect on the date of this Agreementvoid). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, parties and (y) not subject the Board, or any member thereof, Board of Directors of the Company to any liability to any Person, including without limitation the registered Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that . (b) If at any time the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities Directors of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitationdetermines that a Person has become an Acquiring Person, the commencementCompany will give written notice of such determination, prosecutionindicating the identity of such Person, defense or settlement of any litigation and to the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that Rights Agent promptly thereafter. Until such a notice is received by the Board determines in good faith is necessary or appropriate in Rights Agent, the exercise of its fiduciary duties. For Rights Agent may presume conclusively for all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be that no Person has become an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the BoardAcquiring Person.

Determinations and Actions by the Board. The For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act Regulations. Except as otherwise specifically provided herein, the Board shall have has 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 hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to (i) interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or supplement not amend this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) Section 28 hereof). Without limiting any of the General Rules rights and Regulations under immunities of the Exchange Act as in effect on the date of this Agreement. All Rights Agent, all such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares Stock or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good faith, and the Rights Agent will be fully protected and incur no liability in reliance thereon. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made in accordance 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 Act or the provisions of Section 382 of the Code, or any successor provision or replacement provision. The Board shall of Directors of the Company will 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, 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 determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares contemplated by Section 1(a) or any other securities of which any Person is the Beneficial Owner, determination as to whether particular Rights shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules have become null and Regulations under the Exchange Act as in effect on the date of this Agreementvoid). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, parties and (y) not subject the Board, or any member thereof, Board of Directors of the Company to any liability to any Person, including without limitation the registered 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. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board shall of Directors of the Company will have the exclusive power and authority to administer this Agreement and to exercise all or refrain from exercising any 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, 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, as well as to ensure compliance with FCC Laws) and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to redeem or not redeem the whether particular Rights or to amend or supplement this Agreement shall have become null and whether any proposed amendment adversely affects the interests of the holders of Right Certificatesvoid). For all purposes of this AgreementNo action, any calculation of the number including distributions of Common Shares Shares, Class A Common Share Equivalents, Class B Common Share Equivalents, Warrants, Series 1 Warrant Equivalents, Series 2 Warrant Equivalents or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Ownercapital stock, shall be made in accordance with required if the last sentence Board of Rule 13d-3(d)(1)(i) Directors of the General Rules and Regulations Company has determined in its sole discretion that such action would, or would be reasonably likely to (A) violate any FCC Laws with respect to the Company or any Person’s ownership in the Company or (B) subject the Company to regulation under any FCC Laws to which the Exchange Act as in effect on the date of this AgreementCompany would not otherwise be subject. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, parties and (y) not subject the Board, or any member thereof, Board of Directors of the Company to any liability to any Person, including without limitation the registered Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities Stock of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall have 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to (i) interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or supplement not amend this Agreement and whether any proposed in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affects affect the interests rights, duties, obligations or immunities of the holders of Right CertificatesRights Agent under this Agreement). For all purposes Without limiting any of the rights and immunities of the Rights Agent under this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All all such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board Board, or any committee thereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. For all the purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for the purpose of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, will be made in accordance with the provisions of Section 382 of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder. The Board shall have (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company pursuant to the Companythis Agreement, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (ia) interpret the provisions of this Agreement, Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination as to redeem or not whether to redeem the Rights or to amend or supplement this Agreement and whether Agreement). Without limiting any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation rights and immunities of the number of Common Shares or other securities outstanding at any particular timeRights Agent, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All all such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith, shall faith will (xi) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights Certificates and all other parties, Persons; and (yii) not subject the Board, Board (or an authorized committee thereof) or any member thereof, of the directors serving on the Board to any liability to the registered holders of Rights Certificates. In administering this Agreement and exercising the Rightsrights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled always to assume that the Board acted in good faith and shall will be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board shall will have the exclusive power and authority to administer this Agreement and to exercise all or refrain from exercising any 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, 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, as well as to ensure compliance with FCC Laws) and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to redeem or not redeem the whether particular Rights or to amend or supplement this Agreement shall have become null and whether any proposed amendment adversely affects the interests of the holders of Right Certificatesvoid). For all purposes of this AgreementNo action, any calculation of the number including distributions of Common Shares Shares, Class A Common Share Equivalents, Class B Common Share Equivalents, or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Ownercapital stock, shall be made required if the Board has determined in accordance its sole discretion that such action would, or would be reasonably likely to (A) violate any FCC Laws with respect to the last sentence of Rule 13d-3(d)(1)(iCompany or any Person’s ownership in the Company or (B) of subject the General Rules and Regulations Company to regulation under any FCC Laws to which the Exchange Act as in effect on the date of this AgreementCompany would not otherwise be subject. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board in good faith, shall (x) faith will be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, and (y) not subject the Board, or any member thereof, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers (a) Except as otherwise specifically granted to the Board or to the Companyprovided in Section 1(f), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Without limiting any of the rights and immunities of the Rights Agent, the Board shall have (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board or to the CompanyCompany pursuant hereto, or as may be necessary or advisable in the administration of this AgreementPlan, including, without limitation, including the right and power to (ia) interpret the provisions of this Agreement, Plan and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including, without limitation, including a determination as to redeem or not whether to redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesPlan). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith, shall faith will (xi) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, the registered holders obligations, duties and immunities of the Rights Agent under this Plan), the holders of Rights Certificates and all other parties, Persons; and (yii) not subject the Board, Board (or an authorized committee thereof) or any member thereof, of the directors serving on the Board to any liability to any Person, including the registered Rights Agent and the holders of Rights Certificates. In administering this Plan and exercising the Rightsrights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Plan and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled always to assume that the Board acted in good faith and shall will be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

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 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, including the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesAgreement). For all purposes of this AgreementIn making its determination that a Person has become an Acquiring Person, the Board may rely upon the information contained in any calculation of report filed with the number of Common Shares or other securities outstanding at any particular timeSecurities and Exchange Commission, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules Schedule 13D and Regulations reports filed under Section 16 under the Exchange Act as in effect on and any other publicly available reports or information that the date of this AgreementBoard deems to be reliable. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, parties and (y) not subject the Board, or any member thereof, Board to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-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 (where specifically provided for herein, acting by at least a majority of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) or to the CompanyCompany (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 calculations and determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesAgreement). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, including for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, and (yii) not subject the Board, Board or any member thereof, director to any liability to the registered holders of the Rights. The Rights Agent is entitled always or to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. 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 Qualifying Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company Stock reject any Qualifying 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 Qualifying Qualified Offer or any other tender offer or other acquisition proposal that the Board determines in good faith of Directors believes is necessary or appropriate in the exercise of its such fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardduty.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities Stock of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and Notwithstanding anything herein to the extent permitted by lawcontrary, any action taken by in no event shall a duly authorized committee or subcommittee determination of the Board shall that would reasonably be deemed expected to be an action taken by adversely affect the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers rights of the Board in Rights Agent under this Agreement shall be deemed to be references to binding upon the duties and powers Rights Agent without the written consent of the Special CommitteeRights Agent, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardin its sole discretion.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, and (y) not subject the Board, or any member thereof, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer Offer or any other tender offer offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying Offer Offer or any other tender offer 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 offers or other proposals) with respect to any Qualifying Offer Offer or any other tender offer offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement. All such actions, calculationsincluding, interpretations without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, for purposes of clause (y) belowwithout limitation, all omissions with respect a determination to the foregoing) that are done redeem or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, not redeem the Rights Agent, the registered holders of the Rights and all other parties, and (y) not subject the Board, or any member thereofin accordance with Section 23 hereof, to any liability exchange or not exchange the rights in accordance with Section 24 hereof, to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted amend or not amend this Agreement in good faith and shall be fully protected and incur no liability in reliance thereonaccordance with Section 28 hereof). Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares Stock or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good faith, and the Rights Agent will be fully protected and incur no liability in reliance thereon. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the Rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be: (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities Stock of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and Notwithstanding anything herein to the extent permitted by lawcontrary, any action taken by in no event shall a duly authorized committee or subcommittee determination of the Board shall that would reasonably be deemed expected to be an action taken by adversely affect the Board; providedrights, that for as long as the Special Committee is in existenceimmunities, all references to the duties and powers or obligations of the Board in Rights Agent under this Agreement shall be deemed to be references to binding upon the duties and powers Rights Agent without the prior written consent of the Special CommitteeRights Agent, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardin its sole discretion.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares shares of Company Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities shares of Company 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board Board, or any committee thereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3d(d)(1)(i) of the General Rules and Regulations under the Exchange Act (or any comparable or successor rule), whether or not the Common Shares are registered under the Exchange Act. (b) The Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) or to the CompanyCompany (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 calculations and determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesAgreement). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, including for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, and (yii) not subject the Board, Board or any member thereof, director to any liability to the registered holders of the Rights. The Rights Agent is entitled always or to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. any other person. (c) Without limiting the foregoing, nothing contained herein shall be construed constructed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualifying Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company Stock reject any Qualifying 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 Qualifying Qualified Offer or any other tender offer or other acquisition proposal that the Board determines in good faith of Directors believes is necessary or appropriate in the exercise of its such fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardduty.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers ‌ (a) Except as otherwise specifically granted to the Board or to the Companyprovided in Section 1(f), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act. Except as otherwise specifically provided herein, the Board has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. of Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, any calculation of the Voting Power or --- the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of Voting Power or such outstanding shares of Voting 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 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 (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesAgreement). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other partiesPersons, and (y) not subject the Board, Board of Directors or any member thereof, directors on the Board of Directors to any liability to the registered holders of the Rights. The Rights Agent is entitled always Nothing contained in this Agreement shall be deemed to assume be in derogation of the obligation of the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein of Directors to exercise its fiduciary duty or shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalOffer, or to recommend that holders of Common Shares or other voting securities shares of the Company Voting Stock reject any Qualifying Offer or any other tender offer or other acquisition proposalOffer, or to take any other action (including, without limitation, the commencementcommencing, prosecutionprosecuting, defense defending or settlement settling any litigation, recommending that stockholders tender into any other offer, taking any action permitted under any applicable state laws or proposing or engaging, at any time, in any acquisition, disposition or other transfer of any litigation and securities of the submission of additional Company, any merger or alternative offers consolidation involving the Company, any sale or other proposalstransfer of assets of the Company, any recapitalization, liquidation, dissolution or winding up of the Company, or any other business combination or other transaction) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith of Directors believes is necessary or appropriate in the exercise of its such fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardduty.

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 13d3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties, and (y) not subject the Board, or any member thereof, Board to any liability to the registered holders of the Rights. The Rights Agent is entitled always . (b) For purposes of this Agreement, any determination to assume be made by the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities Directors of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken may be made by a duly constituted committee thereof if so authorized committee or subcommittee of 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 be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references include a reference to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Boardsuch committee.

Determinations and Actions by the Board. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other securities class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares or any other securities 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board, or any committee thereof, has 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 hereunder, or as may be necessary or advisable in effect on the date administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All Without limiting any of the rights and immunities of the Rights Agent under this Agreement, all such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board in good faithBoard, or any committee thereof, shall be (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the registered holders of the Rights and all other parties, ; and (yii) not subject the Board, Board or any member thereof, thereof to any liability to the registered holders of the Rights. The Rights Agent is entitled to always to assume that the Board Board, or any committee thereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares or other voting securities of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board; provided, that for as long as the Special Committee is in existence, all references to the duties and powers of the Board in this Agreement shall be deemed to be references to the duties and powers of the Special Committee, and any action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by the Board.