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

Determination and Actions by the Board of Directors, etc. (a) The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights 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 Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination of whether there is an Acquiring Person). 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 shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. (b) It is understood that the Independent Directors Committee (as defined herein) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years during the term of this Rights Agreement, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed.

Determination and Actions by the Board of Directors, etc. (a) The 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 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. Except as otherwise provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors Directors, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination of whether there is an Acquiring PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yB) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (xA) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (yB) not subject the Board of Directors to any liability to the holders of the RightsRights Certificates. (b) It is understood that Notwithstanding any other provision of this Agreement, the Independent Directors Committee (as defined herein) “TIDE Committee” of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least meet not less than once every three (3) years during to review the term terms and conditions of this Rights Agreement, including whether the termination or sooner if any Person modification of this Agreement is in the best interest of the Company and its stockholders, and to make a recommendation based on such review to the Board of Directors. The first meeting of the TIDE Committee shall take place no later than February 28, 2010. The TIDE Committee, when reviewing the terms and conditions of this Agreement, shall have made a proposal the power to set its own agenda and to retain at the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority expense of the Company such legal counsel, investment bankers and other advisors as such Committee deems appropriate in carrying out its foregoing responsibilities under this Agreement. The TIDE Committee, when reviewing the terms and conditions of this Agreement, shall have the authority to review all information of the Company and to consider any and all factors it deems relevant to any such review. The TIDE Committee shall be comprised solely of members of the Board of Directors selected by the Board of Directors who are “Independent Directors” as that term is defined in the rules of The Nasdaq Stock Market LLC. (c) Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors Committee shall deem such review and evaluation appropriate after giving due regard not be entitled to all relevant circumstances. Following each such reviewreject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that the holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the Independent Directors' Committee will communicate its conclusions commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the full Board of Directors, including any recommendation Directors believes is necessary or appropriate in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemedexercise of such fiduciary duty.

Determination and Actions by the Board of Directors, etc. (a) The Board of Directors of the Company (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 Rights 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 Directors 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 Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination of whether there is an Acquiring Person)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 (where specifically provided for herein, acting by at least a majority of Directors the Outside Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights. (b) It is understood . Nothing contained herein shall be construed to suggest or imply that the Independent Directors Committee (as defined herein) of the Board of Directors of the Company shall review not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any 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 evaluate this Rights Agreement in order the submission of additional or alternative offers or other proposals) with respect to consider whether any Qualified Offer or any other tender offer or other acquisition proposal that the maintenance Board of this Rights Agreement continues to be Directors of the Company believes is necessary or appropriate in the interests exercise of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years during the term of this Rights Agreement, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemedfiduciary duty.

Determination and Actions by the Board of Directors, etc. (a) The 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 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. Except as otherwise provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors Directors, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination of whether there is an Acquiring PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yB) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (xA) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (yB) not subject the Board of Directors to any liability to the holders of the RightsRights Certificates. (b) It is understood Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Independent Directors Committee (as defined herein) of the Board of Directors shall review not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that the holders of Common Stock reject any 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 evaluate this Rights Agreement in order the submission of additional or alternative offers or other proposals) with respect to consider whether any Qualified Offer or any other tender offer or other acquisition proposal that the maintenance Board of this Rights Agreement continues to be Directors believes is necessary or appropriate in the interests exercise of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years during the term of this Rights Agreement, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemedfiduciary duty.

Determination and Actions by the Board of Directors, etc. (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 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. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors Board, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Rights Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination of whether there is an Acquiring Personthis 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, Agent and the holders of the Rights and all other partiesRights, and (y) not subject the Board of Directors to any liability to the holders of the Rights. (b) It is understood that the Independent Directors TIDE Committee (as defined hereindescribed below) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the best interests of the Company, its shareholders stockholders and any other relevant constituencies of the Company, Company at least once every three years during the term of this Rights Agreementyears, or sooner than that if any Person shall have made a proposal to the CompanyCompany or its stockholders, or taken any other action, action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' TIDE Committee will shall communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company and shall be the Nominating, Governance and Review Committee of the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed.

Determination and Actions by the Board of Directors, etc. (a) The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights 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 Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration or implementation of this Rights Agreement (Agreement, including a determination the right to redeem or not redeem determine the Rights or to amend be null and voided pursuant to Section 3.1, after taking into account the Rights purpose of this Agreement and a determination the Company’s interest maintaining an orderly trading market in the outstanding shares of whether there is an Acquiring Person)Common Stock. 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 (including by a committee of the Board of Directors to the extent permitted by applicable law) shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject Persons. Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors to any liability exercise its fiduciary duty or shall be construed to the holders of the Rights. (b) It is understood suggest or imply that the Independent Directors Committee (as defined herein) of the Board of Directors shall review and evaluate this Rights Agreement not be entitled to reject any Qualifying Offer, or to recommend that holders of shares of Common Stock reject any Qualifying Offer, or to take any other action (including, without limitation, commencing, prosecuting, defending or 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 order to consider whether the maintenance any acquisition, disposition or other transfer of this Rights Agreement continues to be in the interests any securities of the Company, its shareholders and any merger or consolidation involving the Company, any sale or other relevant constituencies transfer of assets of the Company, at least once every three years during the term any recapitalization, liquidation, dissolution or winding up of this Rights Agreement, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person business combination or other transaction) with respect to become an Acquiring Person hereunder, if a majority of any Qualifying Offer that the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' Committee will communicate its conclusions to the full Board of Directors, including any recommendation Directors believes is necessary or appropriate in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemedexercise of such fiduciary duty.

Determination and Actions by the Board of Directors, etc. (a) The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors Board, or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination whether any proposed amendment adversely affects the interests of whether there 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 an Acquiring Person)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) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the RightsRight Certificates. (b) It is understood that the Independent Directors Committee Notwithstanding subsection (as defined hereina) of this Section 28, the Board of Directors TIDE Committee shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years during the term of this Rights AgreementAgreement in order to consider whether the maintenance of this Agreement continues to be in the interests of the Corporation, or sooner if any Person shall have made a proposal to the Companyits shareholders, or taken and any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority relevant constituencies of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstancesCorporation. Following each such review, the Independent Directors' TIDE Committee will communicate report its conclusions to the full Board of DirectorsDirectors of the Corporation, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall have the power to set its own agenda and to retain, at the expense of the Corporation, legal counsel, investment bankers or other advisors, in each case as chosen by the TIDE Committee. The TIDE Committee shall have the authority to review all information of the Corporation and to consider any and all factors it deems relevant to an evaluation of whether to maintain or modify this Agreement.

Determination and Actions by the Board of Directors, etc. (a) The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors Directors, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Rights Agreement and a determination whether any proposed amendment adversely affects the interests of whether there the holders of Rights 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 an Acquiring Person)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) 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, the holders of the Rights Certificates and all other partiesparties unless the Board of Directors specifically states that such action, calculations, interpretation or determination is not final, conclusive and binding, and (y) not subject the Board of Directors to any liability to the holders of the RightsRights Certificates. 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. (b) It is understood that the Independent Directors Committee (as defined hereinbelow) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years during the term of this Rights Agreementyears, or sooner than that if any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors' Directors Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The Independent Directors Committee shall be comprised of the Directors of the Company who are not officers or employees of the Company.