Common use of Principal Party Clause in Contracts

Principal Party. If, for any reason, the foregoing provision cannot be applied to determine the cash amount into which the Rights are exchangeable, then the Board of Directors of the Company, upon approval by two-thirds (2/3) of the directors then in office and a majority of the Continuing Directors, based upon the advice of one or more nationally recognized investment banking firms, shall determine such amount reasonably and with good faith to the holders of Rights. Any such determination shall be final and binding on the Rights Agent and the holders of Rights.

Principal Party. If, for any reason, the foregoing provision formulation cannot be applied to determine the cash amount into which the Rights are exchangeable, then the Board of Directors of the Company, upon approval by two-thirds (2/3) of the directors then in office and a majority of the Continuing Directors, based upon the advice of one or more nationally recognized investment banking firms, and based upon the total value of the Company, shall determine such amount reasonably and with good faith to the holders of Rights. Any such determination shall be final and binding on the Rights Agent and the holders of RightsAgent.

Principal Party. If, for any reason, the foregoing provision cannot be applied to determine the cash amount into which the Rights are exchangeable, then the Board of Directors of the Company, upon approval by two-thirds (2/3) of the directors then in office and a majority of the Continuing Directorsoffice, based upon the advice of one or more nationally recognized investment banking firms, shall determine such amount reasonably and with good faith to the holders of Rights. Any such determination shall be final and binding on the Rights Agent and the holders of Rights.