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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the 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 or the Company (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) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Ownerowner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the 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 or the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.

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

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Ownerowner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the 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 or the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors of the Company. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates. 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 of the number of shares Common Shares of Voting Stock the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, 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 or to the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementAgreement and any determination as to whether actions or any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by of the Independent Directors) Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (ii) not subject the Board or of the Independent Directors Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of shares of Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, 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 the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, as provided for, by the Independent Directors) of Directors in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Rights Certificates and all other parties, parties and (iiy) not subject the Board of Directors or the Independent Continuing Directors to any liability to the holders of the Right CertificatesRights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to the Continuing Directors or to the Company pursuant to this Agreement and no effect shall be given to any such action, calculation, interpretation, determination or exercise of rights or powers unless at least two Continuing Directors are then in office.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (and, where specifically provided for herein, the 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 or to the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the this Agreement); provided, however, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (ix) be final, conclusive and binding on the CompanyCompany (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board or of Directors of the Independent Directors Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares Common Shares of Voting Stock the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, 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 (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the AgreementAgreement and any determination as to whether actions or any Person shall be such as to cause such Person to Beneficially Own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiA) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by of Directors of the Independent Directors) Company in good faith, shall (iA) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the Rights Agents own rights, duties, obligations or immunities under this Agreement), the holders of the Right Certificates Rights and all other parties, and (iiB) not subject the Board or of Directors of the Independent Directors Company to any liability to the holders of the Right CertificatesRights or to any other Person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock Securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(il3d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company (andwith, where specifically provided for herein, the Independent concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement Agreement. and to exercise all rights and powers specifically granted to the Board or the Company (orwith, as expressly providedwhere specifically provided for herein, the Independent concurrence of the Continuing Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including (i) a determination as to the identity of the Affiliates and Associates of any person, (ii) a determination as to the extent of the Beneficial Ownership of any Person, and (iii) a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations interpretations, and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (orwith, as where specifically provided forfor herein, by the Independent concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board (or the Independent Directors Continuing Directors) to any liability to the holders of the Right CertificatesRights.

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

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement(a) Except as otherwise specifically provided herein, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent 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 (or, as expressly provided, the Independent Directors)hereunder, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) of Directors in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors or the Independent Directors any member thereof to any liability to the holders of the Right CertificatesRights. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and will be fully protected and incur no liability in reliance thereon. (b) A determination, approval, consent or other action of the Board of Directors shall require approval or consent of a majority of the Board of Directors.

Determinations and Actions by the Board of Directors. For all purposes of this AgreementExcept as otherwise specifically provided herein, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Independent Directors)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 including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23, to exchange or not exchange the rights in accordance with Section 24, to amend the Agreementor not amend this Agreement in accordance with Section 27, and to determine whether a Person should or should not be deemed an Inadvertent Acquiror or whether a Person should or should not be an Exempted Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, of Directors shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors or the Independent Directors any member thereof to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this AgreementExcept as otherwise specifically provided herein, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Independent Directors)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 including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23, to exchange or not exchange the rights in accordance with Section 24, to amend the Agreementor not amend this Agreement in accordance with Section 27, and to determine whether a Person should or should not be an Exempt Person or whether a transaction should or should not be an Exempt Transaction). All such actions, calculations, interpretations interpretations, and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, of Directors shall (ix) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights, and all other parties, and (iiy) not subject the Board of Directors or the Independent Directors any member thereof to any liability to the holders of the Right CertificatesRights.

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the AgreementAgreement or a determination that an adjustment to the Redemption Price or Exchange Ratio is or is not appropriate). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) of Directors in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board or the Independent of Directors to any liability to the holders of the Right CertificatesRights or 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 Voting Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, 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 Board, or the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Rights Certificates and all other parties, parties and (iiy) not subject the Board or the Independent Continuing Directors to any liability to the holders of the Right CertificatesRights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to the Continuing Directors or to the Company pursuant to this Agreement and no effect shall be given to any such action, calculation, interpretation, determination or exercise of rights or powers unless at least two Continuing Directors are then in office.

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall will be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent 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 or of Directors of the Company (or, as expressly provided, or to the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this AgreementAgreement (including, without limitation, Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, any determination contemplated by Section 1(a) or any determination as to redeem or not redeem the whether particular Rights or to amend the Agreementshall have become void). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board (or, as provided for, by of Directors of the Independent Directors) Company in good faith, shall faith will (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board or Directors of the Independent Directors Company to any liability to any Person, including, without limitation, the Rights Agent and the holders of the Right CertificatesRights.

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock Common Shares outstanding at any particular time, including for purposes the calculation of determining the particular percentage of such the outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement. The Board of Directors of the Company (andor, where specifically expressly provided for hereinin this Agreement, the Independent 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, where expressly provided in this Agreement, the Continuing Directors) or the Company (or, as expressly provided, the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) 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 the purpose of clause (ii) below, all omissions with respect to the foregoing) which that are done taken or made by the Board of Directors (or, as where expressly provided forin this Agreement, by the Independent Continuing Directors) in good faith, faith shall (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Right Certificates Certificates, and all other parties, parties and (ii) not subject the Board of Directors or the Independent Continuing Directors to any liability to the holders of the Right Certificates.

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

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, only upon approval by two-thirds (2/3) of the Independent directors then in office and a majority of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company (or, as expressly provided, the Independent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, as where specifically provided forfor herein, upon approval by two-thirds (2/3) of the Independent directors then in office and a majority of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (iiy) not subject the Board or the Independent Continuing Directors to any liability to the holders of the Right CertificatesRights.

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

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company (and, where specifically provided for herein, 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 or of Directors of the Company (orwith, as expressly providedwhere specifically provided for herein, the Independent concurrence of the Continuing Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (orwith, as where specifically provided forfor herein, by the Independent concurrence of the Continuing Directors) in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject any member of the Board of Directors of the Company or the Independent Continuing Directors to any liability to the holders of the Right CertificatesRights or to any other person. The Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.