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

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 all rights and powers specifically granted to the Board, Board of Directors 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) to interpret the provisions of this Agreement, and (ii) to 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, including all omissions with respect to the foregoing) which are done or made by the Board in good faith, of Directors shall (A) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, immunities, liabilities, duties or obligations of the Rights Agent hereunder), the holders of the Rights Certificates and all other parties, and (B) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 ActAct as in effect on the date hereof. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence or approval of the Company Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence or approval of the Disinterested Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence or approval of 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Disinterested Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including without limitation for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct or the similar laws of another jurisdiction as in effect on the date hereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, including without limitation, limitation the right and power to (i) to interpret the provisions of this Rights Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including without limitation a determination to redeem or not redeem the Rights or to amend the this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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) (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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct as in effect on the date of this Agreement. 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, Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 the purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled All determinations and actions requiring the vote of, or permitted to assume be taken by, the Company’s Board of Directors acted in good faith and shall be fully protected by the affirmative vote of a majority of such Board of Directors to be valid and incur no liability in reliance thereonbinding.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the BoardBoard 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (and, where specifically provided for herein, a majority of the members of the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the CompanyCompany (or, where specifically provided for herein, a majority of the members of the Board of Directors then in office), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 (or, where specifically provided for herein, by a majority of the members of the Board of Directors then in office) 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the members of the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to such Board of Directors (with, where specifically provided for herein, the Board, concurrence of the Outside Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 Rights, to amend the AgreementAgreement or to find or to announce publicly that any Person has become an Acquiring Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (Bi) and (iii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faithof Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors), the Outside Directors or the Company (i) shall be within the discretion of the Board of Directors (Awith, where specifically provided for herein, the concurrence of the Outside Directors), (ii) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (Biii) with respect to claims specifically arising from the Agreement, shall not subject the Board of Directors of the Company or the Outside Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject to the Board, or any of the directors on the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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. 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, 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 (i) to interpret the provisions of this Agreement, and (ii) to 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 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any _______________ calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, and (ii) to 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, 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to the exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board 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 partiesPersons, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The For purposes of this Agreement, the Rights Agent is always entitled shall be allowed to assume that all such actions, calculations, interpretations and determinations have been done or made by the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonfaith.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 that are done or made by the Board (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including without limitation for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct as in effect on the date hereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors of the Company 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 (i) to interpret the provisions of this Rights Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3d(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 purpose of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 that are done or made by the Board 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) with respect to claims specifically arising from the Agreement, 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 entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 Exchange Act Regulations under as in effect on the Exchange Actdate hereof. The Except as otherwise specifically 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, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, and (ii) to 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 or by a majority of the Board in good faith, faith (x) shall (A) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, shall not subject the Board or any member thereof to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall will 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 will 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, including the right and power to (i) to interpret the provisions of this Agreement, and (ii) to 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 in good faith, shall will (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 that are done or made by the Board in good faith, 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always shall be entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in the Rights Agent’s reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 or as to whether an Acquiring Person or Adverse Person exists or as to whether a Triggering Event has occurred). 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 (with, where specifically provided for herein, the concurrence of the Continuing 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and calculations 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 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Except as otherwise provided for herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all 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 AgreementRights Agreement in accordance with Section 27 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (B) below, including all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (A) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent's own rights, duties, obligations or immunities under this Rights Agreement), the holders of the Rights Certificates and all other parties, and (B) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 determina tions (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The fact that any determination or failure to make a determination hereunder may provide or fail to provide benefits to stockholders, to holders of Rights Agent is always entitled or to assume members of the Company’s Board shall not in itself be deemed an absence of Directors acted in good faith and on the part of the Board. No member of the Board shall be fully protected and incur no liability personally liable for any act or omission in reliance thereonthe making or not making of any determination under this Agreement.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such the voting power of the outstanding shares of Common Shares 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) (as in effect on the date of this Agreement) 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, and (ii) to 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); provided, however, that no action, calculation, interpretation or determination of the Board of Directors shall limit the rights of Citigroup hereunder pursuant to Section 27. 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 shall, subject to the rights of Citigroup Inc. aforesaid, (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of the Company 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 (with, where specifically provided for herein, the concurrence of Directors of the Company Continuing Trustees) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of Continuing Trustees) or to the Company, or as may be necessary or advisable in the administration of this Agreement, Agreement including, without limitation, the right and power to (ia) to interpret the provisions of this Agreement, Agreement and (iib) to 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 (with, where specifically provided for herein, the concurrence of Continuing Trustees), the Continuing Trustees, the Outside Trustees or 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board Board, the Continuing Trustees or the Outside Trustees to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 exchange or not exchange 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 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) with respect to claims specifically arising from the Agreement, not subject the Board Board, or any of the directors on the Board, to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board 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 partiesPersons, and (By) with respect to claims specifically arising from the Agreement, not subject the Board directors to any liability to the holders of the Rights. The For purposes of this Agreement, the Rights Agent is always entitled shall be allowed to assume that all such actions, calculations, interpretations and determinations have been done or made by the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonfaith.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 in good 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, Board or the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, and (ii) to 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 this Agreement, whether a Person is an Acquiring Person 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) 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 in good faith, shall (Ax) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the RightsRight Certificates. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 in good faith (and the Rights Agent may assume that the Board has acted 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementPlan, any calculation of the number of shares of Company Common Shares Stock or the amount of Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Shares Stock or amount of Company Stock of which any Person is the Beneficial Owner, shall be made by the Board of Directors in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules Exchange Act Regulations as in effect on the date hereof or the provisions of Section 382 of the Code and Regulations under the Exchange Actregulations thereunder. The Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board, Board of Directors or to the Company, or as may be necessary or advisable in the administration of this AgreementPlan, including, without limitation, the right and power (i) to interpret the provisions of this AgreementPlan, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Plan and whether any proposed amendment adversely affects the Agreementinterest of the holders of Rights Certificates). 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 in good faith, of Directors 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or considered 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 interpretations, and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board in good faith, shall (Ax) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Certificates Rights, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the BoardBoard 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, and (ii) to 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 or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board 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) with respect to claims specifically arising from the Agreement, not subject the Board or any members of the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always shall be entitled to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in the Rights Agent’s reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, Persons and (By) with respect to claims specifically arising from the this Agreement, not subject the Board of Directors of the Company to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. 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 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, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof or to supplement or amend the Agreement and whether any proposed supplement or amendment adversely affects the interests of the holders of Right Certificates and comports with the requirements of Section 27 hereof or to find or to announce publicly that any Person has become an Acquiring Person, an Adverse Person or Proposed Acquiror). For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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. The Board of Directors of Act as in effect on 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, or the Company, or as may be necessary or advisable in the administration date of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, and (ii) to 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, including for purposes purpose 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or any director to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of which Stock 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to such Board of Directors (with, where specifically provided for herein, the Board, or concurrence of the CompanyOutside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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). 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 (with, where specifically provided for herein, the concurrence of the Outside Directors), the Outside Directors or the Company in good faith, (x) shall (A) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (By) with respect to claims specifically arising from the Agreement, shall not subject the Board of Directors of the Company or the Outside Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations or calculations 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 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always shall be entitled to assume that the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For --------------------------------------------------------- all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the BoardBoard 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonfaith.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon."

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall will be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) 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 (ia) to interpret the provisions of this Agreement, and (iib) to 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). All such actions, calculations, interpretations and determinations (including, for purposes of clause Clause (By) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, shall will (Ax) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Certificates Rights, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (or any successor rule) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 in good faith, shall (Ax) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonor any other Person.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors of the Company to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 all the 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect as of the date hereof. 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, Board 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) to interpret the provisions of this Agreement, and (ii) to 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 Clause (By) below, all omissions with respect to the foregoing) which are done or made by the Board 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this AgreementAgreement (including, without limitation, Section 27, this Section 29 and other provisions hereof relating to its powers or authority hereunder), and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, any determination as to whether particular Rights shall have become null and void and any 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 (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares shares of Voting Stock 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)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, a majority of the Continuing Directors) 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, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement); provided, that any redemption of Rights shall also be subject to any additional approval procedures required by the certificate of incorporation or by-laws of the Company. 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 (or, after any Person has become an Acquiring Person, by the Continuing Directors) in good faith, faith shall (Ax) be final, conclusive and binding on the CompanyCompany (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(il3d-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 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) to interpret the provisions of this Agreement, and (ii) to 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 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 partiesPersons, and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and an incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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 (ia) to interpret the provisions of this Agreement, and (iib) to make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including 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 (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board, any of the directors on the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct as in effect on the date of this Agreement. The Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 always entitled to always assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 in good faith, shall (Ax) be by final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For --------------------------------------------------------- all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (with, where specifically provided for herein, the concurrence of a majority of the members of 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 BoardBoard (with, where specifically provided for herein, the concurrence of a majority of the members of 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Company Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Shares 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 Exchange Act Regulations under as in effect on the Exchange Actdate hereof. The Except as otherwise specifically 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, Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, the determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreementinterest of the holders of Rights Certificates). 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, 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Company Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Shares 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 Exchange Act Regulations under as in effect on the Exchange Actdate hereof. The Except as otherwise specifically 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, Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreementinterest of the holders of Rights Certificates). 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, 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (with, where specifically provided for herein, the concurrence of the Continuing Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). 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 (with, where specifically provided for herein, the concurrence of the Continuing 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) with respect to claims specifically arising from the Agreement, not subject the Board, any of the directors on the Board or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonSection 30.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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, including the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, declare a Person an Adverse Person 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 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) with respect to claims specifically arising from the Agreement, 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 entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For ----------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and calculations 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Unless otherwise notified, the Rights Agent is shall always be entitled to assume that the Company’s Board of Directors of the Company acted in good faith and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Ordinary Shares or any other class of shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Ordinary Shares 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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination as to redeem or not redeem whether to terminate 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 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) with respect to claims specifically arising from the Agreement, not subject the Board, or any of the directors on the Board to any liability to the holders of the Rights. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Company’s Board of Directors acted in good faith and shall will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and calculations 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 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, Persons and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) 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 Rights Agreement and to exercise all rights and powers specifically granted to the Board, 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 (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all 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 Agreement)Rights Agreement and a determination of whether there is an Acquiring Person. 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, 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, 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 entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 all rights and powers specifically granted to the BoardBoard 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) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and calculations 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to always assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 (subject to, where specifically provided for herein, the requirement of approval by at least 75% of the members of the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (subject to, where specifically provided for herein, the requirement of approval by at least 75% of the members of the Board of Directors then in office) 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) to interpret the provisions of this Agreement, and (ii) to 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 (subject to, where specifically provided for herein, the requirement of approval by at least 75% of the members of the Board of Directors then in office) 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes Without limitation of this AgreementSection 1(c), any calculation of the number of shares of Class A Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Class A Common Shares Stock 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)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of 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 BoardBoard (with, where specifically provided for herein, the concurrence of a majority of the members of 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For --------------------------------------------------------- all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to always assume the Company’s 's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with with, as applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as amended and in effect on the date hereof or the provisions of Section 382 of the Code, or any successor provision or replacement provision, and the Treasury Regulations thereunder. The Board of Directors of the Company Directors, except as otherwise 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, Board of Directors 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) to interpret the provisions of this Agreement, and (ii) to 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, prior to the Distribution Date, record holders of the Common Stock) and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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 ActAct as in effect on the date hereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, and (ii) to 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, 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 (with, where specifically provided for herein, the concurrence of the Continuing Directors and the members of the Board of Directors who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person) 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) with respect to claims specifically arising from the Agreement, not subject the Board, the Continuing Directors or the members of the Board of Directors who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 (with, where specifically provided for herein, the concurrence of two-thirds of the Company authorized number of members of 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 BoardBoard of Directors (with, where specifically provided for herein, the concurrence of two-thirds of the authorized number of members of the Board of Directors) 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) to interpret the provisions of this Agreement, and (ii) to 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 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 (with, where specifically provided for herein, the concurrence of two-thirds of the authorized number of members of 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereonPersons.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall shall, subject to the last sentence of the definition of Beneficial Owner in Section 1, be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 this Agreement). All such actions, calculations, interpretations and determinations (including, including for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other partiesPersons, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, Board of Directors 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) to interpret the provisions of this Agreement, and (ii) to 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) with respect to claims specifically arising from the Agreement, not subject the Board of Directors or any of the directors on the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to always assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 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) to interpret the provisions of this Agreement, and (ii) to 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 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) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Restated Rights Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Except as otherwise provided for herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Restated Rights Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Restated Rights Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Restated Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Restated Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRestated Rights Agreement in accordance with Section 27 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (B) below, including all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (A) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Restated Rights Agreement), the holders of the Rights Certificates and all other parties, and (B) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall shall, subject to the last sentence of the definition of Beneficial Owner in SECTION 1, be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, 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) to interpret the provisions of this Agreement, Agreement and (ii) to 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and calculations 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 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, parties and (By) with respect to claims specifically arising from the Agreement, not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors of the Company acted in good faith and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of Common Shares Stock outstanding at any particular time, including without limitation for purposes of determining the particular percentage of such outstanding shares of Common Shares 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 ActAct as in effect on the date hereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors of the Company 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 (i) to interpret the provisions of this Rights Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreementthis Rights Agreement as provided in Section 27 above). All such actions, calculations, interpretations and determinations (including, for purposes of clause (By) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (By) with respect to claims specifically arising from the Agreement, not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always shall be entitled to assume rely, and fully protected in such reliance, on the Company’s assumption that the Board of Directors has acted in good faith and shall be fully protected and incur no liability in reliance thereonconnection with any determination or action by the Board of Directors hereunder.