Common use of Authority of Board of Directors Clause in Contracts

Authority of Board of Directors. (A) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article XIV, including, without limitation, (i) the identification of 4.99-percent Stockholders, (ii) whether a Transfer is a 4.99-percent Transaction or a Prohibited Transfer, (iii) the Percentage Stock Ownership in the Corporation of any 4.99-percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount (or fair market value) due to a Purported Transferee pursuant to Part VI of this Article XIV, and (vi) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article XIV. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article XIV for purposes of determining whether any Transfer of Corporation Securities would jeopardize or endanger the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article XIV. (B) Nothing contained in this Article XIV shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) accelerate the Expiration Date, (ii) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article XIV, (iii) modify the definitions of any terms set forth in this Article XIV or (iv) modify the terms of this Article XIV as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate. (C) In the case of an ambiguity in the application of any of the provisions of this Article XIV, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XIV requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIV. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article XIV. The Board of Directors may delegate all or any portion of its duties and powers under this Article XIV to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article XIV through duly authorized officers or agents of the Corporation. Nothing in this Article XIV shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Authority of Board of Directors. (A) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article XIV13, including, without limitation, (i) the identification of 4.994.9-percent StockholdersShareholders, (ii) whether a Transfer is a 4.994.9-percent Transaction or a Prohibited Transfer, (iii) the Percentage Stock Share Ownership in the Corporation of any 4.994.9-percent StockholderShareholder, (iv) whether an instrument constitutes a Corporation Security, and (v) the amount (or fair market value) due to a Purported Transferee pursuant to Part VI of this Article XIV, and (vi) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article XIV. 13.F. In addition, the Board of Directors may, to the extent permitted by applicable law, from time to time and subject to the terms hereof and thereof, establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article XIV 13 for purposes of determining whether any Transfer of Corporation Securities would jeopardize or endanger the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article XIV. (B) Nothing contained in this Article XIV shall limit the authority of the Board of Directors to take such other action 13. Notwithstanding anything herein to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoingcontrary, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) accelerate the Expiration Date, (ii) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article XIV13, (iiiii) modify the definitions of any terms set forth in this Article XIV 13 (other than the term “Expiration Date”) or (iviii) modify the terms of this Article XIV 13 (other than the Expiration Date) as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate. (C) . In the case of an ambiguity in the application of any of the provisions of this Article XIV13, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XIV 13 requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIV13. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article XIV13. The Board of Directors may delegate all or any portion of its duties and powers under this Article XIV 13 to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article XIV 13 through duly authorized officers or agents of the Corporation. Nothing in this Article XIV 13 shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Authority of Board of Directors. (Aa) All determinations and interpretations of the Board of Directors shall be interpreted or determined, as the case may be, by the Board of Directors in its sole discretion and shall be conclusive and binding for all purposes of this Article FIFTEENTH. (b) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article XIVFIFTEENTH, including, without limitation, (i) the identification of 4.99-percent Five Percent Stockholders, (ii) whether a Transfer is a 4.99-percent Five Percent Transaction or a Prohibited Transfer, (iii) the Percentage Stock Beneficial Ownership in the Corporation of any 4.99-percent Five Percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount (or fair market valueMarket Price) due to a Purported Transferee pursuant to Part VI Section 6 of this Article XIVFIFTEENTH, and (vi) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article XIVFIFTEENTH. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article XIV FIFTEENTH for purposes of determining whether any Transfer of Corporation Securities would jeopardize or endanger the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article XIVFIFTEENTH. (Bc) Nothing contained in this Article XIV FIFTEENTH shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) accelerate modify the Expiration Datedefinition of Beneficial Ownership in the Corporation, Five Percent Stockholder or the Persons covered by this Article FIFTEENTH, (ii) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article XIV, (iii) modify the definitions of any other terms set forth in this Article XIV FIFTEENTH or (iviii) modify the terms of this Article XIV FIFTEENTH as appropriate, in each case, in order to prevent an Ownership Change or any other ownership change for purposes of Section 382 of the Code (or other sections of the Code or any similar state law, if applicable) as a result of any changes in applicable Treasury Regulations law or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determinesreceives a report, by adopting a written resolutionat the Board’s request, from the Corporation’s advisors to the effect that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these certain restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of The Board shall cause the Corporation shall be notified prompt public announcement of such determination through a filing with the Securities and Exchange Commission or modification in such other method of notice manner as the Secretary of Board determines appropriate under the Corporation shall deem appropriate. (C) circumstances. In the case of an ambiguity in the application of any of the provisions of this Article XIVFIFTEENTH, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XIV FIFTEENTH requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIVFIFTEENTH. All such actions, calculations, interpretations and determinations which that are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties Persons for all other purposes of this Article XIVFIFTEENTH. The Board of Directors may delegate all or any portion of its duties and powers under this Article XIV FIFTEENTH to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article XIV FIFTEENTH through duly authorized officers or agents of the Corporation. Nothing in this Article XIV shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Authority of Board of Directors. (i) Except for situations in which the approval of the Members and Unitholders is otherwise required, subject to the provisions of Section 5.1(b)(ii), the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) The Board entering into, making, amending and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of Directors shall have the power to determine all matters necessary for assessing compliance with this Article XIV, including, without limitation, (i) the identification of 4.99-percent Stockholders, (ii) whether a Transfer is a 4.99-percent Transaction or a Prohibited Transfer, (iii) the Percentage Stock Ownership in the Corporation of any 4.99-percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount (or fair market value) due to a Purported Transferee pursuant to Part VI of this Article XIV, and (vi) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article XIV. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations LLC and procedures of the Corporation not inconsistent with the provisions of this Article XIV for purposes of determining whether any Transfer of Corporation Securities would jeopardize or endanger the Corporation’s ability to preserve making all decisions and use the Tax Benefits and for the orderly application, administration and implementation of this Article XIV.waivers thereunder; (B) Nothing contained in this Article XIV shall limit maintaining the authority assets of the Board LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of Directors money and designating individuals with authority to take such other action sign or give instructions with respect to those accounts and arrangements; (E) to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality that funds of the foregoingLLC are available therefor, in the event of a change in law making one or more paying debts and obligations of the following actions necessary LLC; (F) acquiring and utilizing for LLC purposes, and disposing of, any asset of the LLC whether by merger, reorganization or desirableother type of transaction; (G) hiring and employing executives, Officers, supervisors and other personnel, setting compensation and benefits and issuing Units pursuant to the Board Unit Incentive Plan; (H) selecting, removing and changing the authority and responsibility of Directors maylawyers, by adopting accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC’s Subsidiaries; (J) obtaining insurance for the LLC; (K) authorizing a written resolution, specific Director or the Chairman to exercise the power of attorney pursuant to Section 14.1; (iL) accelerate determining Distributions of cash and other property of the Expiration Date, LLC as provided in Article IV; and (M) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC. (ii) modify the ownership interest percentage in the Corporation The Board may act (A) by resolutions adopted at a meeting or the Persons or groups covered by this Article XIVwritten consents pursuant to Section 5.3, (B) by delegating power and authority to committees pursuant to Section 5.4, and (C) by delegating power and authority to any Officer pursuant to Section 5.5(a). (iii) modify the definitions of any terms set forth in this Article XIV or (iv) modify the terms of this Article XIV as appropriateEach Unitholder acknowledges and agrees that no Director shall, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; providedbeing a Director (as such), howeverbe bound to devote all of his business time to the affairs of the LLC, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, and that such action is reasonably necessary or advisable Director and his Affiliates do and will continue to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary engage for their own account and for the preservation accounts of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such others in other method of notice as the Secretary of the Corporation shall deem appropriatebusiness ventures. (C) In the case of an ambiguity in the application of any of the provisions of this Article XIV, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XIV requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIV. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article XIV. The Board of Directors may delegate all or any portion of its duties and powers under this Article XIV to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article XIV through duly authorized officers or agents of the Corporation. Nothing in this Article XIV shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.