Common use of Determination and Actions by the Board of Directors, etc Clause in Contracts

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or 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 and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Right Certificates, and (y) not subject the Board to any liability to the holders of the Right Certificates.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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, the right and power to (ia) interpret the provisions of this Agreement, Agreement and (iib) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, without limitation, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right Certificates, Rights and all other Persons and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company Corporation 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 CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other parties, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Right CertificatesRights. Unless otherwise notified, the Rights Agent shall always be entitled to assume that the Board of Directors of the Corporation acted in good faith and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the total number of shares of Common Stock Outstanding at any particular time shall be made on a fully diluted basis. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors, or the Company, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, faith shall (x) be final, conclusive and binding on the Rights Agent and Company, the holders Warrant Agent, the Holders of the Right Certificates, Warrant Certificates and all other parties absent manifest error and (y) not subject the Board of Directors to any liability to the holders Holders of the Right Warrant Certificates.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company Directors, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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 and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other Persons, and (y) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.

Determination and Actions by the Board of Directors, etc. The Board -------------------------------------------------------- of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other parties, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company Directors, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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 and calculations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other Persons, and (y) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company Directors, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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 and calculations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other Persons, and (y) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights or the Common Stock.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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 and calculations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, without limitation, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Company’s Board of Directors in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other Persons, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Company (or specified members thereof as elsewhere set forth herein) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Right CertificatesRights.

Determination and Actions by the Board of Directors, etc. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Independent Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (with, where specifically provided for herein, the concurrence of the Independent Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent and Agent, the holders of the Right CertificatesRights and all other parties, and (y) not subject the Board or the Independent Directors to any liability to the holders of the Right CertificatesRights.