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) 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 shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors, 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 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 (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (A) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (B) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including including, without limitation, 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 Act. The Board of Directors (or any committee thereof, to the date of this Agreement. Except as otherwise provided herein, extent delegated such power and authority by the Board of Directors Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including a determination to redeem or not redeem and the Rights or to amend Company’s interest in maintaining an orderly trading market in the Agreement)outstanding shares of Common Stock. All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faithor the committee, as the case may be, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (By) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock of the Company or any other class of capital stock of the Company 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 the Company of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date Act. The Board of this Agreement. Except as otherwise Directors (and, where specifically provided for herein, the Board of Directors Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors, or the CompanyCompany (or, as expressly provided, the Independent Directors), 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 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 the purpose of clause (Bii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith, shall (Ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (Bii) not subject the Board of Directors or the Independent Directors to any liability to the holders any holder of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (aSubject to Sections 1(m), 23(a)(iii), 24(e) 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)(iand 27(b) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. Except as otherwise provided hereinhereof, 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 of DirectorsBoard, 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 deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) 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 adminis ter this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) 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 Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock 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)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. Except as otherwise provided hereinfor those powers specifically granted in this Agreement to the Continuing Directors, 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 of DirectorsBoard, 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 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 and any actions, calculations, interpretations and determinations by the Continuing Directors with respect to the powers granted to them under this Agreement (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or by the Continuing Directors, as the case may be, in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors or any Director to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities 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 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 of DirectorsBoard, 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 deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementAgreement and whether any proposed amendment adversely affects the interests of the holders of Rights). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights CertificatesCertificates or holders of shares of Common Stock.

Determination and Actions by the Board of Directors, etc. (a) 37 38 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 AgreementAct. Except as otherwise provided herein, the The Board of Directors of the Company (acting by Special Vote where specifically provided for herein) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors, 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 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 Rights, or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject any member of the Board of Directors to any liability to the holders of the Rights Certificatesor to any other Person.

Determination and Actions by the Board of Directors, etc. The Board of Directors (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including and where expressly provided 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 Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (or the Disinterested Directors, as the case may be), 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 deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or the Disinterested Directors) in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors (or the Disinterested Directors) to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities Shares of which any Person is the Beneficial Owner, shall will be made in accordance with the last sentence provisions 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 AgreementAct. Except as otherwise provided herein, the The Board of Directors shall will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (Bii) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith, shall will (Ai) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (Bii) not subject the Board of Directors to any liability to the holders any holder of the Rights Certificatesany Right Certificate.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including including, without limitation, 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 Act. The Board of Directors of the date of this Agreement. Except as otherwise provided hereinCompany (or the Rights Plan Committee, if specified herein or hereafter delegated such power and authority by 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 of DirectorsBoard, the Rights Plan Committee 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, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including a determination to redeem or not redeem and the Rights or to amend Company’s interest in maintaining an orderly trading market in the Agreement)outstanding shares of Common Stock. All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faithof the Company or the Rights Plan Committee, as the case may be, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (By) not subject the Board of Directors of the Company or any of the directors to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock 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)(i13d3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; provided, however, that a Person shall not be deemed to beneficially own securities acquired pursuant to the Employee Stock Purchase Plan of the Company or other plans generally applicable to employees, officers, or Directors of the Company. Except as otherwise provided herein, The Continuing Directors of the Board of Directors Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (aSubject to Sections 1(n), 23(a)(iii), 24(d) 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)(iand 27(b) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. Except as otherwise provided hereinhereof, the Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, or the CompanyCorporation, 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 deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Right Certificates. Wherever, in this Agreement, action is required to be taken by the Corporation's Board of Directors, such action shall be effective only with the concurrence of a majority of the Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office.

Determination and Actions by the Board of Directors, etc. (a) 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 (except as otherwise provided in this Agreement) in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(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 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 of DirectorsBoard, or the Company, or as may be necessary or advisable in the administration administra- tion of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.not

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of 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)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on Act, whether or not the date of this AgreementCompany is registered under the Exchange Act. Except as otherwise provided herein, the 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 of Directors, 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 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 (By) 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 (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (By) not subject the Board of Directors of the Company to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. (a) For --------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock 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)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. Except as otherwise provided hereinfor those powers specifically granted in this Agreement to the Continuing Directors, 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 of DirectorsBoard, 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 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 and any actions, calculations, interpretations and determinations by the Continuing Directors with respect to the powers granted to them under this Agreement (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors or by the Continuing Directors, as the case may be, in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors or any Director to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including including, but not limited to, 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 AgreementAct. Except as otherwise provided herein, the The Board of Directors of the Company (or the Rights Plan Committee, with respect to the matters set forth in Section 5.19) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitationbut not limited to, 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 or implementation of this Agreement, including, but not limited to, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including a determination to redeem or not redeem and the Rights or to amend Company’s interest in maintaining an orderly trading market in the Agreement)outstanding shares of Common Stock. All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faithof the Company or the Rights Plan Committee, as the case may be, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (By) not subject the Board of Directors of the Company, the Rights Plan Committee or any of the directors of the Company to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including including, without limitation, 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 Act. The Board of Directors of the date of this Agreement. Except as otherwise provided hereinCompany (or the Rights Plan Committee, if specified herein or hereafter delegated such power and authority by the Board of Directors Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, the Rights Plan Committee 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, Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration or implementation of this Agreement, including, without limitation, the right to determine the Rights to be null and voided pursuant to Section 3.1, after taking into account the purpose of this Agreement (including a determination to redeem or not redeem and the Rights or to amend Company's interest in maintaining an orderly trading market in the Agreement)outstanding shares of Common Stock. All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faithor the Rights Plan Committee, as the case may be, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (By) not subject the Board of Directors or any of the directors to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. (a) 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 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 of Directors, 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 deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, subject to the restrictions set forth in Sections 23 and 27, respectively, a determination to redeem or not redeem the Rights Rights, or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject any member of the Board of Directors to any liability to the holders of the Rights Certificatesor to any other Person.

Determination and Actions by the Board of Directors, etc. (a) 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 Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. (a) 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 Agreement and to exercise all rights and powers specifically granted to the Board of DirectorsBoard, 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 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 (B) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (A) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (B) not subject the Board of Directors to any liability to the holders of the Rights Certificates.the

Determination and Actions by the Board of Directors, etc. (aSubject to Sections 1(m), 23(a)(iii), 24(e) 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)(iand 27(b) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. Except as otherwise provided hereinhereof, 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 of DirectorsBoard, 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 deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of 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 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 (By) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) not subject the Board of Directors to any liability to the holders of the Rights Certificates.