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

Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board 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 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, the holders of the Rights and all other parties, and (y) not subject the Board to any liability to the holders of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (American Physicians Service Group Inc), Rights Agreement (American Physicians Service Group Inc)

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Determinations and Actions by the Board, etc. The Board 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, without limitation, the right and power to (i) interpret the provisions of this Agreement, 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 this Agreement) deemed necessary or advisable for the administration of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, below all omissions with respect to the foregoing) which are done or made by the Board in good faith, faith and with the concurrence of a majority of the Board shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board any Director to any liability to the holders of the Rights.

Appears in 2 contracts

Samples: Rights Agreement (Starrett L S Co), Rights Agreement (Starrett L S Co)

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Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, limitation the right and power to (ia) interpret the provisions of this Agreement, Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including without limitation a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, including without limitation for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board Board, the Class A and C Director Majority or the Company 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, parties and (y) not subject the Board to any liability to the holders of the RightsRights or otherwise.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Wyndham International Inc), Shareholder Rights Agreement (Wyndham International Inc)

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