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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement) . All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Persons, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (and, where specifically provided for herein, the Continuing Directors or Independent 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 Company (or, as expressly providedwhere specifically provided for herein, the Continuing Directors or Independent 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, 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 this Agreement) . All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by of the Continuing Directors or Independent Directors) Company in good faith shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (iiy) shall not subject the Board of Directors Board, any member thereof or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (andwith, where specifically provided for herein, the Continuing Directors or Independent concurrence of the Disinterested 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 Company (orwith, as expressly providedwhere specifically provided for herein, the Continuing Directors concurrence of the Disinterested Directors) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as where specifically provided forfor herein, by the Continuing Directors or Independent Disinterested Directors) in good faith shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (iiy) shall not subject any member of the Board of Directors or any of the Continuing Directors or Independent Disinterested Directors to any liability to the holders of the Right CertificatesRights or to any other person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (andin conjunction with the Continuing Directors as specifically provided in this Agreement) or, where applicable as specifically provided for hereinin this Agreement, the Continuing Directors or Independent 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 of the Company (orin conjunction with the Continuing Directors, as expressly provided, applicable) or the Continuing Directors or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors (orof the Company or the Continuing Directors, as provided forapplicable, by the Continuing Directors or Independent Directors) in good faith shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights, as such, and all other Personsparties, and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors Directors, as applicable, to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular par- ticular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any a particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (andwith, where specifically provided for herein, the Continuing Directors or Independent concurrence of the Disinterested 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 Company (orwith, as expressly providedwhere specifically provided for herein, the Continuing Directors concurrence of the Disinterested Directors) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors (orwith, as where specifically provided forfor herein, by the Continuing Directors or Independent concurrence of the Disinterested Directors) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Persons, and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Disinterested Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (andwith, where specifically provided for herein, the concurrence of the Continuing Directors or Independent 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 Company (orwith, as expressly providedwhere specifically provided for herein, the concurrence of the Continuing Directors Directors) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as where specifically provided forfor herein, by the Continuing Directors or Independent Directors) in good faith shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (iiy) shall not subject any member of the Board of Directors or any of the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights or to any other person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Ownerowner, shall be made in accordance with the provisions 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, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all ---------------------------------------------------- purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (and, where specifically provided for herein, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of the Company of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Exchange Act Regulations under (or if such Rule is superseded, such provision of the Exchange Actrule, regulation or statue that replaces such sentence). The Board board of Directors directors of the Company (and, where specifically provided for herein, the Continuing Directors or Independent 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 of Directors directors, or the Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations 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 this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board board of Directors (or, as provided for, by directors of the Continuing Directors or Independent Directors) Company in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Rights Certificates and all other Persons, Persons and (iiy) shall not subject the Board board of Directors or directors of the Continuing Directors or Independent Directors Company to any liability to the holders of the Right CertificatesRights. The Rights Agent shall be entitled always to assume that the 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. For all purposes of this Agreement, any calculation calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (ii) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (and, where specifically provided for herein, the Continuing Directors or Independent 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 Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) 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 this Agreement) ); PROVIDED, HOWEVER, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (ix) shall 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 Right Certificates Rights and all other Personsparties, and (iiy) shall not subject the Board of Directors or of the Continuing Directors or Independent Directors Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, only upon approval by a majority of the Continuing Directors or Independent 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 Board, or the Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors (or, as where specifically provided forfor herein, upon approval by a majority of the Continuing Directors or Independent Directors) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Persons, parties and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) Section 382 of the General Rules and Regulations under the Exchange ActInternal Revenue Code of 1986, as amended, or any successor provision or replacement provision. The Board of Directors of the Company (andwith, where specifically provided for herein, the Continuing Directors or Independent approval of a majority of the Disinterested 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 Company (orwith, as expressly providedwhere specifically provided for herein, the Continuing Directors approval of a majority of the Disinterested Directors) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as where specifically provided forfor herein, by a majority of the Continuing Directors or Independent Disinterested Directors) in good faith shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (iiy) shall not subject any member of the Board of Directors or any of the Continuing Directors or Independent Disinterested Directors to any liability to the holders of the Right CertificatesRights or to any other person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation recalculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i13-3(d) (l) (i), or any successor provision thereof, of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (andwith, where specifically provided for herein, the concurrence of the Continuing Directors or Independent 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 Company (orwith, as expressly providedwhere specifically provided for herein, the concurrence of the Continuing Directors Directors) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, ; and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement) ). All such actions, calculations, interpretations interpretations, and determinations (including, for the purpose purposes of clause Subparagraph (iiy) 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 Directors (or, as provided for, by the Continuing Directors or Independent Directors) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights, and all other Persons, parties; and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, only upon approval by two-thirds (2/3) of the Continuing Directors or Independent Directorsdirectors 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 of Directors Board, or the Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors (or, as where specifically provided forfor herein, upon approval by two-thirds (2/3) of the Continuing Directors or Independent Directorsdirectors then in office) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Persons, parties and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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, only upon the affirmative vote of a majority of the Continuing Directors or Independent 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 Board, or the Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors (or, as where specifically provided forfor herein, upon approval by a majority of the Continuing Directors or Independent Directors) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Certificates, and all other Persons, parties and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 (and, where specifically provided for herein, only upon the affirmative vote of a majority of the Continuing Directors or Independent 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 Board, or the Company (or, as expressly provided, the Continuing Directors or Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors (or, as where specifically provided forfor herein, upon approval by a majority of the Continuing Directors or Independent Directors) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other Persons, parties and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i13d-3(d) (1)(i) of the te General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (andwith, where specifically provided for herein, the concurrence of that number of Continuing Directors or Independent Directorsas provided herein) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, that number of Directors or the Company (or, as expressly provided, the Continuing Directors as provided herein) or Independent Directors)to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this the Agreement) ). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (orwith, where specifically provided for herein, the concurrence of that number of Continuing Directors as provided for, by the Continuing Directors or Independent Directorsherein) in good faith faith, shall (ix) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other Persons, parties and (iiy) shall not subject the Board of Directors or the Continuing Directors or Independent Directors to any liability to the holders of the Right CertificatesRights.