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 of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the 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) redeem, modify or terminate the Rights, (ii) amend this Agreement in any way (other than as set forth in Section 26), (iii) interpret the provisions of this Agreement and (iv) make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other Persons, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors. 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 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. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the 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) redeem, modify or terminate the Rights, (ii) amend this Agreement in any way (other than as set forth in Section 26), (iii) interpret the provisions of this Agreement Agreement, and (ivii) 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 (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other Personsparties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

Determination and Actions by the Board of Directors. The Board board of Directors directors of the Company Corporation shall have the exclusive power and authority to administer and, subject to the prior written consent of the Exchange, amend this Agreement and to exercise the all rights and powers specifically granted to the Board board of Directors directors of the Company Corporation or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to to (i) redeem, modify or terminate the Rights, (ii) amend this Agreement in any way (other than as set forth in Section 26), (iiia) interpret the provisions of this Agreement and Agreement; and (ivb) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause paragraph (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board board of Directors directors of the Company Corporation, in good faith, shall (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights and all other Personsparties, and (yii) not subject the Board board of Directors directors of the Corporation to any liability to the holders of the Rights.