Determinations and Actions by the Board of Directors. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) 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 purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board 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 to any liability to the holders of the Right Certificates.
Appears in 6 contracts
Samples: Fourth Amended and Restated Renewed Rights Agreement (Genzyme Corp), Rights Agreement (Genzyme Corp), Rights Agreement (Genzyme Corp)
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 of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including 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 (iiy) 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 (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 of the Company or any member thereof to any liability to the holders of the Right CertificatesRights.
Appears in 4 contracts
Samples: Rights Agent Agreement (Imperial Credit Industries Inc), Rights Agreement (Malan Realty Investors Inc), Rights Agreement (Malan Realty Investors Inc)
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 of Directors or the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) 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 purposes purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of 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 of Directors to any liability to the holders of the Right Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Casino America Inc), Rights Agreement (Nicor Inc), Rights Agreement (Nicor Inc)
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, 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 purposes purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board 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 of Directors to any liability to the holders of the Right Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Burlington Northern Santa Fe Corp), Rights Agreement (Brunswick Corp), Rights Agreement (Brunswick Corp)
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 the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Company and the holders of the Right Certificates and all other partiesRights, as such, and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.
Appears in 3 contracts
Samples: Rights Agreement (Southern Energy Homes Inc), Rights Agreement (Birmingham Steel Corp), Rights Agreement (Birmingham Steel Corp)
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 of Directors or the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) 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 purposes purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of 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 of Directors to any liability to the holders of the Right Certificates.. * * * * *
Appears in 3 contracts
Samples: Rights Agreement (Ace LTD), Rights Agreement (Gatx Corp), Rights Agreement (Ace LTD)
Determinations and Actions by the Board of Directors. The 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 CompanyCompany 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 Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 any member thereof to any liability to the holders of the Right CertificatesRights.
Appears in 3 contracts
Samples: Rights Agreement, Rights Agreement (Ultimate Software Group Inc), Rights Agreement (Cnet Networks Inc)
Determinations and Actions by the Board of Directors. The 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 CompanyCompany hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to (i) interpret the provisions of this Agreement and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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, parties and (iiy) not subject the Board of Directors or any member thereof to any liability to the holders of the Right CertificatesRights.
Appears in 2 contracts
Samples: Rights Agreement (Mines Management Inc), Rights Agreement (Capital Gold Corp)
Determinations and Actions by the Board of Directors. 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 the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of 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 of Directors to any liability to the holders of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Citizens Banking Corp), Rights Agreement (Citizens Banking Corp)
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 Directors or the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (iib) belowabove, all omissions with respect to the foregoing) which are done or made by the Board 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, and (iiy) not subject the Board Directors to any liability to the holders of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc)
Determinations and Actions by the Board of Directors. The Board shall have the exclusive power and authority to administer and amend this Agreement and to exercise all rights and powers specifically granted to the Board or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) 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 to redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations interpretations, and determinations (including, including for purposes of clause (iib) below, all omissions with respect to the foregoing) which that are done or made by the Board Board, in good faith, shall (ia) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Right Rights Certificates and all other parties, and (iib) not subject the Board to any liability to the holders of the Right Rights Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Utah Medical Products Inc), Rights Agreement (Sento Corp)
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, 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 purposes purpose of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 of Directors to any liability to the holders of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Pacific Gateway Exchange Inc), Rights Agreement (Pacific Gateway Exchange Inc)
Determinations and Actions by the Board of Directors. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Directors or the Company, Corporation 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (iib) belowabove, all omissions with respect to the foregoing) which are done or made by the Board Directors in good faith, shall (ix) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Right Certificates and all other parties, and (iiy) not subject the Board Directors to any liability to the holders of the Right CertificatesCertificates or to any other person.
Appears in 2 contracts
Samples: Rights Agreement (Security Capital Group Inc/), Rights Agreement (Security Capital Group Inc/)
Determinations and Actions by the Board of Directors. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power 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 to not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 to any liability to the holders of the Right CertificatesRights.
Appears in 2 contracts
Samples: Rights Agreement (Farmers & Merchants Bancorp), Rights Agreement (Farmers & Merchants Bancorp)
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 Trustees or the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (iib) belowabove, all omissions with respect to the foregoing) which are done or made by the Board Trustees 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, and (iiy) not subject the Board Trustees to any liability to the holders of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Indymac Bancorp Inc), Rights Agreement (Indymac Bancorp Inc)
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, 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 purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board 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 of Directors to any liability to the holders of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (First Oak Brook Bancshares Inc), Rights Agreement (Wintrust Financial Corp)
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 the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Company and the holders of the Right Certificates and all other partiesRights, as such, and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.
Appears in 1 contract
Determinations and Actions by the Board of Directors. The Except as otherwise specifically provided herein, the Board of 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 CompanyCompany 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 purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 any member thereof to any liability to the holders of the Right CertificatesRights.
Appears in 1 contract
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 the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including.)imitation, a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Company and the holders of the Right Certificates and all other partiesRights, as such, and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.
Appears in 1 contract
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, 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 purposes purpose of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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, and (iiy) not subject the Board of Directors to any liability to the holders of the Right Certificates.. [Signatures appear on the following page]
Appears in 1 contract
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, 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 purposes purpose of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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, and (iiy) not subject the Board of Directors to any liability to the holders of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Mastering Inc)
Determinations and Actions by the Board of Directors. The ---------------------------------------------------- Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power 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 purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board 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 to any liability to the holders of the Right Rights Certificates.
Appears in 1 contract
Determinations and Actions by the Board of Directors. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power 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 purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 to any liability to the holders of the Right CertificatesRights.
Appears in 1 contract
Samples: Rights Agreement (Drug Emporium Inc)
Determinations and Actions by the Board of Directors. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power 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 purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board 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 to any liability to the holders of the Right Rights Certificates.
Appears in 1 contract
Samples: Rights Agreement (Dyax Corp)
Determinations and Actions by the Board of Directors. The Board 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 CompanyBoard, 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 and (ii) 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 and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 to any liability to the holders of the Right CertificatesRights or to any other person.
Appears in 1 contract
Samples: Tax Benefits Preservation Rights Agreement (Myrexis, Inc.)
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 to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including 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 (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board 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 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.
Appears in 1 contract
Determinations and Actions by the Board of Directors. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Directors or the Company, Corporation 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (iib) belowabove, all omissions with respect to the foregoing) which are done or made by the Board Directors in good faith, shall (ix) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Right Certificates and all other parties, and (iiy) not subject the Board Directors to any liability to the holders of the Right Certificates.
Appears in 1 contract