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

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, 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 the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors 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 Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon on the advice of outside counsel, shall will have the exclusive power and authority to administer this Agreement agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be Company that are necessary or advisable in the administration of this Agreementagreement. All such actions, calculations calculations, and determinations (including all omissions with respect relating to the foregoingthose actions, calculations, and determinations) which that are done or made by the Board of Directors, Directors in good faith, shall faith will not subject the Board of Directors or any director of the Corporation Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. (a) The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations including, without limitation, the right and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.power to:

Determinations and Actions by the Board of Directors. The Except as provided otherwise herein, the Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to in accordance with the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreementterms hereof. All such actions, calculations and determinations (including all any omissions with respect to the foregoingthereto) which are made or done or made by the Board of Directors, Directors in good faith, faith shall not subject the Board of Directors Directors, or any director of the Corporation Corporation, to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors 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 the Corporation Corporation, or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon Upon the advice of outside legal counsel, the Board of Directors shall have the exclusive power and authority to administer this Agreement agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreementagreement, including, without limitation, the right and power to, make all determinations deemed necessary or advisable for the administration of this agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, Directors in good faith, shall faith in connection with this agreement will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, 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 the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, 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 the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability whatsoever to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and, subject to the consent of the Rights Agent, acting reasonably, amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation Corporation, or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations including, without limitation, the right and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.power to

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and, subject to section , amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation hereunder or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall in relation to or in connection with this Agreement, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the RightsRights or to any other parties.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and, subject to section 5.4, amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation hereunder or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall in relation to or in connection with this Agreement, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the RightsRights or to any other parties.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to in accordance with the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreementterms hereof. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors or to the Corporation as may be necessary Company (subject to any express limitations of or advisable conditions to such power, authority and rights set forth in the administration of this Agreement) hereunder. All such actions, calculations calculations, interpretations and determinations (including all omissions with respect to the foregoing) which that are done or made by the Board of Directors, Directors in good faithfaith shall be final, shall not subject conclusive and binding on the Board of Directors or any director of Company, the Corporation to any liability to Rights Agent, the holders of the Rights, as such, and all other applicable Persons.