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

Determination and Actions by the Board of Directors. The Board of Directors (where specifically provided herein, with the concurrence of the Audit Committee) 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 (a) interpret the provisions of this Rights Agreement, and (b) make all calculations and 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). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which are done, taken or made by the Board of Directors (where specifically provided for herein, with the concurrence of the Audit Committee) in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the members of the Board of Directors or Audit Committee to any liability to the holders of the Rights.