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 Rights Plan 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 Rights Plan, including the right and power to (i) interpret the provisions of this Rights Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Plan (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights Plan). 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 be (x) 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. The Rights Agent is entitled always to presume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 4 contracts

Samples: Tax Benefits Preservation Plan (Fidelity Southern Corp), Tax Benefits Preservation Plan (Fidelity Southern Corp), Shareholder Rights Plan (Synovus Financial Corp)

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Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Rights Plan 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 Rights PlanAgreement, including including, without limitation, the right and power to (i) interpret the provisions of this Rights Plan Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Plan Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights PlanAgreement). 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 faith, shall be (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always to presume that assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 3 contracts

Samples: Shareholders Rights Agreement (Genco Shipping & Trading LTD), Shareholders Rights Agreement (Baltic Trading LTD), Shareholders Rights Agreement (Baltic Trading LTD)

Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Rights Plan Agreement and to exercise all rights and powers specifically granted to the Board or to the CompanyBoard, or as may be necessary or advisable in the administration of this Rights PlanAgreement, including the right and power to (i) interpret the provisions of this Rights Plan Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Plan Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights PlanAgreement). 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 faith, shall be (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, or any of the directors on the Board to any liability to the holders of the Rights. The Rights Agent is entitled always to presume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 1 contract

Samples: 382 Rights Agreement (Horizon Lines, Inc.)

Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Rights Plan 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 Rights PlanAgreement, including the right and power to (i) interpret the provisions of this Rights Plan Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Plan Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Rights PlanAgreement). 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 be (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 or any director on the Board to any liability to the holders of the Rights. The Rights Agent is shall be entitled always to presume assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 1 contract

Samples: Rights Agreement (GAIN Capital Holdings, Inc.)

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Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Rights Plan 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 Rights PlanAgreement, including including, without limitation, the right and power to (i) interpret the provisions of this Rights Plan Agreement, and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Rights Plan Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend or supplement the Rights PlanAgreement). 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 faith, shall be (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 Rights. The Rights Agent is entitled always to presume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Pma Capital Corp)

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