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 Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of 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 as in effect on the date hereof. Except as otherwise specifically provided herein, 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 Board of Directors or to the Company hereunder, 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. All such actions, calculations, interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Company's Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Company's Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Company's Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of 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 Company hereunderCompany, 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, 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 of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 of Directors of the Company or to the Company hereunderCompany, 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, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) 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 faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is 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. For all purposes a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles 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 outstanding Common Shares of Incorporation or By-Laws which any Person is the Beneficial Owner, shall may hereafter 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 as in effect on the date hereof. Except as otherwise specifically provided hereinadopted, the Board of Directors of the Company shall have the exclusive power and authority to administer and interpret this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company hereunderCompany, 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 calculations and determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights pursuant to Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are shall be presumed to have been done or made by the Board of Directors of the Company in good faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and computations 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof to any liability to the holders of the RightsRights or to any other person. The Rights Agent 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. 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 outstanding such 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, 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 AgreementAgreement (including any determination as to whether particular Rights shall have become void). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board of Directors of the Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board Directors of Directors or any member thereof the Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board of Directors Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Rights, and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof of the directors on the Board to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the The Board of Directors shall will 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 hereunderCompany, 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 AgreementAgreement (including any determination as to whether particular Rights shall have become null and void and nontransferable). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board of Directors shall be done and/or made in good faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, Persons for all purposes and (y) not subject the Board of Directors or any member thereof to any liability to any Person including, without limitation, the Rights Agent and the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificate and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes the purpose 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act Act, as in effect on the date hereofof this Agreement. Except as otherwise specifically provided herein, the 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 hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including 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. All such actions, calculations, interpretations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith shall (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 outstanding Common Shares of which any Person is the Beneficial Ownerhas Combined Ownership, 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 as in effect on the date hereof. Except as otherwise specifically provided herein, 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 Board of Directors or to the Company hereunder, 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. All such actions, calculations, interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereof. Except as otherwise The Board of Directors of the Company (with, where specifically provided for herein, the Board concurrence of Directors 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 (with, where specifically provided for herein, the concurrence of Directors the Disinterested Directors) or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, where specifically provided for herein, by the Disinterested Directors) in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof of the Disinterested Directors to any liability to the holders of the RightsRights 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 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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 ad- visable 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 the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith (which good faith may be assumed by the Rights Agent), shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other partiesPersons, and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the RightsRight 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 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 Regulations under the Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, the Board of Directors of the Company (and, where specifically provided for herein, 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 of Directors or to the Company hereunder(or, where specifically provided for herein, the Continuing Directors), 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. All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or Board, any member thereof or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement and to exercise all rights and powers specifically granted hereunder to the Board of Directors or to the Company hereunderCorporation, 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 calculations and determinations deemed necessary or advisable for the administration of this AgreementAgreement (including a determination to redeem or not to redeem the Rights or to amend this Agreement in accordance with the terms hereof). All such actions, calculations, interpretations, calculations and determinations (including, for purposes of clause (y) paragraph ii. below, all omissions with respect to the foregoing) which are done or made by the Board of Directors Directors, in good faith shall faith, shall: (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties, provided that no amendment to this Agreement shall be binding on the Rights Agent unless the Rights Agent shall have agreed in writing to such amendment; and (yii) not subject the Board of Directors or any member thereof director of the Corporation to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares Company Securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares Company Securities 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is 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. (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)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.Certificate

Determinations and Actions by the Board of Directors. 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors. (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)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares shares of any class or series of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of outstanding Common Shares shares of Voting Stock of which any Person is the Beneficial Owner (or the particular percentage of total Voting Power of such outstanding shares of Voting Stock represented by 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)(i) of the General Rules and Regulations under the Exchange Act Regulations as in effect on the date hereof. 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 of Directors or to the Company hereunderCompany, 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. All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.of

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofof this Agreement. Except as otherwise specifically provided hereinSubject to any requirement of a Requisite Majority contained in this Agreement, the Board of Directors shall of the Company will 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 hereunderCompany, 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 AgreementAgreement (including, without limitation, a determination to redeem or not redeem the Rights, to amend the Agreement or to extend the Distribution Date). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith shall faith, will (x) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Rights, and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof to any liability to the holders of the RightsRights or to any other person.

Determinations and Actions by the Board of Directors. (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)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.Certificates

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board of Directors Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates, and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

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 as in effect on Act. The Board of Directors of the date hereof. Except as otherwise Company (with, where specifically provided for herein, the Board concurrence of Directors 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 (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of or the Continuing Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For ---------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock 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 Exchange Act. The board of directors of the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, the Board of Directors 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 directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board board of Directors directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board board of Directors or any member thereof directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 and any determination 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. (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)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificate and all other parties, parties and (y) not subject the Board of Directors or any member thereof the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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)(il3d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 the outstanding 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of Directors shall have has 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 hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof to any liability to the holders of the RightsRights 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 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 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company hereunderCompany, 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 33 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 AgreementAgreement (including, without limitation, any determination contemplated by Section 1(a) or any determination as to whether particular Rights shall have become void). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board of Directors of the Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board Directors of Directors or any member thereof the Company to any liability to any Person, including, without limitation, the Rights Agent and the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 and any determination 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.”

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise all rights and powers specifically granted hereunder to the Board of Directors or to the Company hereunderStrategic Management, 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 to redeem the Rights or to amend the Agreement, in accordance with the terms hereof). All such actions, calculations, interpretations, calculations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the CompanyFund, the Rights Agent, the holders of the Rights Rights, and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights, or any other parties. All actions 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 any member of the Board of Directors to any liability whatsoever to the holders of the Rights.

Determinations and Actions by the Board of Directors. (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)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofRegulations. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes The Board of this Agreement, any calculation Directors of the number of Common Shares outstanding at any particular timeCompany (with, including for purposes of determining the particular percentage of 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 as in effect on the date hereof. Except as otherwise where specifically provided for herein, the Board concurrence of Directors the Continuing 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 of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) or to the Company hereunderCompany, 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, and (y) not subject the Board of Directors or any member thereof the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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)(i13d-3 (d) (1) (i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Company’s Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Company’s Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (y) not subject the Company’s Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 connection with 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 redeem the Rights or to amend the Agreement 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) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, 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 Board of Directors or to the Company hereunder, 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. All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.the

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, including for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes time and any determination of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, Owner shall be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on as of the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors Board, in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation recalculation 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)(i13-3(d) (l) (i), or any successor provision thereof, of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise The Board (with, where specifically provided for herein, the Board concurrence of Directors 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 (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) or to the Company hereunderCompany, 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 purposes of clause Subparagraph (y) 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 the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, and all other parties, ; and (y) not subject the Board of or the Continuing Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares shares of Company Stock outstanding at any particular time, including including, without limitation, for purposes of determining the particular percentage of such outstanding Common Shares shares of Company 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 Exchange Act. The board of directors of the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, the Board of Directors 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 directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, without limitation, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board board of Directors directors of the Company in good faith shall (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, Persons and (y) shall not subject the Board board of Directors or any member thereof directors of the Company to any liability to the holders of the RightsRights or any other Persons.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCorporation, 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) make the public announcement referred to under "Stock Acquisition Date" in section 1.1 hereof; and (iii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors Directors, in good faith shall faith, shall: (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Certificates (including Rights which are void pursuant to the provisions hereof) and all other parties, ; and (y) not subject the Board of Directors or any member thereof director of the Corporation to any liability to the holders of the RightsRights Certificates (including Rights which are void pursuant to the provisions hereof).

Determinations and Actions by the Board of Directors. 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)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof to any liability to the holders of the RightsRights 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 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)(i13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board, or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, but 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 provisions of Rule 13d-3(d)(1)(i13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on Act. The Board of Directors of the date hereof. Except as otherwise Company (and, where specifically provided for herein, the Board of Directors 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 hereunder(or, as expressly provided, the 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 the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereof. Except as otherwise The Board of Directors of the Company (with, where specifically provided for herein, the Board concurrence of Directors 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 (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, where specifically provided for herein, by the Continuing Directors) in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof of the Continuing Directors to any liability to the holders of the RightsRights or to any other person.

Determinations and Actions by the Board of Directors. For all purposes a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles 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 outstanding Common Shares of Incorporation or By-Laws which any Person is the Beneficial Owner, shall may hereafter 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 as in effect on the date hereof. Except as otherwise specifically provided hereinadopted, 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 hereunderCompany, 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 calculations and determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights pursuant to Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are shall be presumed to have been done or made by the Board of Directors of the Company in good faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of Directors of the Company (and/or, as provided for in this Rights Agreement, the Disinterested Directors) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company hereunder(and/or, as provided for in this Rights Agreement, the Disinterested Directors) or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make conclusively all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actionsacts, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors and/or the Disinterested Directors, in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof the Disinterested Directors to any liability to the holders of the RightsRights or any other party.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunder, 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, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith Directors, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors or any member thereof to any liability to the holders of the RightsRight Certificates. Unless otherwise notified, the Rights Agent shall always be entitled to assume that the Board of Directors 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. For all purposes The Board of this Agreement, any calculation Directors of the number of Common Shares outstanding at any particular timeCompany (and, including for purposes of determining the particular percentage of 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 as in effect on the date hereof. Except as otherwise where specifically provided for herein, the Board of Directors Continuing 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 of the Company or to the Company hereunder(or, where specifically provided for herein, the Continuing 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company (or, where specifically provided for herein, the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, and (y) not subject the Board of Directors or any member thereof the Continuing Directors to any liability to the holders of the Rights.

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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including 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 exchange or not to redeem or exchange the Rights or to amend the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Common Shares or the Rights. The Rights Agent is entitled always 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. For all purposes of this Agreement, any calculation calculations 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderor, 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, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on Act. The Board of Directors of the date hereof. Except as otherwise Company (with, where specifically provided for herein, the Board concurrence of Directors 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 of Directors (with, where specifically provided for herein, the Continuing Directors) or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.the

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCorporation, 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) make the public announcement referred to under "Stock Acquisition Date" in section 1.1 hereof and (iii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors Directors, in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Certificates (including Rights which are void pursuant to the provisions hereof) and all other parties, and (y) not subject the Board of Directors or any member thereof director of the Corporation to any liability to the holders of the RightsRights Certificates (including Rights which are void pursuant to the provisions hereof).

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Board, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

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 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on Act. The Board of Directors of the date hereof. Except as otherwise Company (and, where specifically provided for herein, the Board of Directors 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 hereunder(or, as expressly provided, the 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 the Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors or any member thereof to any liability to the holders of the RightsRights 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 Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the 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 Board of Directors or to the Company hereunderCompany, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and computations 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other partiesPersons, and (y) not subject any member of the Board of Directors or any member thereof to any liability to any Person, including the Rights Agent and the holders of the Rights. In administering this Agreement, and exercising the right and powers specifically granted to the Board of Directors and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board of Directors (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes time and any determination of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, Owner shall be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on as of the date hereof. Except as otherwise specifically provided hereinSubject to the provisions of paragraph (b) of this Section 29, the Board (where specifically provided for, with the concurrence of Directors the 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 hereunder(where specifically provided for, with the concurrence of the 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, 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, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which that are done or made by the Board (where specifically provided for, with the concurrence of Directors the Independent Directors), in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (yii) not subject the Board of or the Independent Directors or any member thereof to any liability to the holders of the RightsRight Certificates.

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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith Board, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificate and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.of

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 deter mining 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors or any member thereof of the directors on the Board to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. 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 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 as in effect on the date hereof. Except as otherwise specifically provided herein, the The Board of Directors of the Corporation 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 of the Corporation or to the Company hereunderCorporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Corporation in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, Persons and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always assume the Corporation'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. 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the 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 hereunderCompany, 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, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith faith, shall (x) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Rights, and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares outstanding at Stock or any particular time, including for purposes other securities of determining the particular percentage of outstanding Common Shares Company 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 as in effect on the date hereofAct. Except as otherwise specifically provided herein, the The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors Directors, or to the Company hereunderCompany, 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, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith shall faith, will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights.