Common use of CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD Clause in Contracts

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (b) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith shall (a) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (b) not subject any director to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board (or, as and when set forth herein, the Disinterested Directors) shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights Rights, or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (bii) below, all omissions with respect to the foregoing) which are done or made by the Board (or the Disinterested Directors) in good faith shall (ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (bii) not subject any director (including any Disinterested Director) to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board (or, as and when set forth herein, the Continuing Directors) shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights Rights, or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (bii) below, all omissions with respect to the foregoing) which are done or made by the Board (or the Continuing Directors) in good faith shall (ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (bii) not subject any director (including any Continuing Director) to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of ----------------------------------------------- this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d- 3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights Rights, to declare a Person to be an Adverse Person or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (bii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith shall (ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (bii) not subject any director to any liability to the holders of the Rights or to any other Person. i. Section 5.13 of the Agreement is hereby deleted in its entirety and replaced with the following:

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d- 3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board (or, as and when set forth herein, the Disinterested Directors) shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (b) below, all omissions with respect to the foregoing) which are done or made by the Board (or the Disinterested Directors) in good faith shall (a) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (b) not subject any director (including any Disinterested Director) to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights Rights, to declare a Person to be an Adverse Person or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (bii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith shall (ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (bii) not subject any director to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all ----------------------------------------------- purposes purpose of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d- 3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (b) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith shall (a) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (b) not subject any director to any liability to the holders of the Rights or to any other Person.

CERTAIN DETERMINATIONS AND ACTIONS BY THE BOARD. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including the determination of the percentage of such outstanding shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i), as in effect on the date hereof, under the Exchange Act. The Board (or, as and when set forth herein, the Disinterested Directors) shall have the exclusive power and authority to interpret 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 make all determinations deemed necessary or advisable for such administration, including, without limitation, a determination to redeem or not to redeem the Rights, to exchange or not to exchange the Rights or to supplement or amend this Agreement. All such calculations, determinations, interpretations and exercises (including, for purposes of clause (b) below, all omissions with respect to the foregoing) which are done or made by the Board (or the Disinterested Directors) in good faith shall (a) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (b) not subject any director (including any Disinterested Director) to any liability to the holders of the Rights or to any other Person.