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

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise 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 (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Without limiting the rights and immunities of the Rights Agent under this Agreement, the Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise 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 (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faiththereof, shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Except as otherwise specifically provided herein, the Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors of the Company 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 (i) to (a) interpret the provisions of this Agreement and (bii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors of the Company acted in good faith and shall will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise the all rights and powers specifically granted hereunder to the Board of Directors of or the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not to redeem the Rights or to amend this the Agreement, in accordance with the terms hereof). All such actions, calculations, interpretations calculations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is always entitled to assume that parties and (y) not subject the Company’s Board of Directors acted in good faith and shall be fully protected and incur no to any liability in reliance thereonto the holders of the Rights, or any other parties.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise 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 (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s '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. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights Rights, to exchange or not exchange the Rights, or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise the all rights and powers specifically granted hereunder to the Board of Directors of or the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not to redeem the Rights or to amend this the Agreement, in accordance with the terms hereof). All such actions, calculations, interpretations calculations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties. The Rights Agent is always entitled to assume that parties and (y) not subject the Company’s Board of Directors acted in good faith and shall be fully protected and incur no to any liability in reliance thereonto the holders of the Rights or any other parties.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all 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, including without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations and computations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights or to any other person. The Rights Agent is shall always be entitled to assume that the Company’s '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. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights Rights, to exchange or not exchange the Rights, or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the rights, limitations, obligations, duties and immunities hereunder of the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all 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 (ai) interpret the provisions of this Agreement Agreement, and (bii) make all determinations determinations, calculations or valuations required pursuant to the provisions hereof or deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or to not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that (including, for purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, including but not limited to those made under Sections 1 and 11 hereunder, (x) shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other partiesPersons, and (y) not subject the Board to any liability to the holders of the Rights. The Notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof of the Company shall have the exclusive power and authority to administer this Agreement and to exercise 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 (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Without limiting any of the rights or immunities of the Rights Agent, the Board of Directors of the Company (or a any duly authorized committee thereof thereof) shall have the exclusive power and authority to administer this Agreement and to exercise 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, including the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend or not amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company (or a any duly authorized committee thereof thereof) in good faith, faith shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof Corporation shall have the exclusive power and authority to administer administer, interpret and apply this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company Corporation or to the Company, Corporation by this Agreement or by law and may take such action as may be necessary or advisable in the administration of this AgreementAgreement or to amend or supplement this Agreement in accordance with its terms, including, without limitation, the right and power (i) to (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement Agreement, (including, without limitation, a determination ii) to redeem or not decide to redeem the Rights or and (iii) to decide to amend or supplement this Agreement). All such actions, calculations, interpretations and determinations that are (including any decision not to take any action) done or made by the Board of Directors of the Company or a duly authorized committee thereof Corporation in good faith, faith shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other partiesPersons and (y) not subject any member of the Board of Directors of the Corporation to any liability to the holders of Rights. The Notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the CompanyCorporation’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. The Except as otherwise specifically provided herein, the Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors of the Company 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 (i) to (a) interpret the provisions of this Agreement Agreement, and (bii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s Board of Directors acted in good faith and shall will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Without limiting any of the rights and immunities of the Rights Agent, the Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise 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 (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Agreement). All Without limiting any of the rights and immunities of the Rights Agent all such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Rights Agent is shall be always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.. 38 AmericasActive:6008599.6

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, including but not limited to those made under Sections 1 and 11 hereunder, (x) shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other partiesPersons, and (y) not subject the Board to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors Director’s acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s 's Board of Directors have acted in good faith and shall be fully protected and incur no liability to the Company in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all 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, including without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations and computations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All Without limiting any of the rights and immunities of the Rights Agent, all such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights or to any other person. The Rights Agent is always entitled to always assume that the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise the rights and powers specifically granted to the Company's Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the Company’s '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. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights Rights, to exchange or not exchange the Rights, or to amend this Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise the rights and powers specifically granted to the Company’s Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, faith shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The Notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Agreement and to exercise the all 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 (ai) interpret the provisions of this Agreement Agreement, and (bii) make all determinations determinations, calculations or valuations required pursuant to the provisions hereof or deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or to not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations that (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board to any liability to the holders of the Rights. The Rights Agent is shall always be entitled to assume that the Company’s '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. The Board of Directors of the Company or a duly authorized committee thereof shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend or not amend this Rights Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors of the Company or a duly authorized committee thereof in good faith, including, but not limited to those made under Sections 1 and 11, shall be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, and all other parties. The , and notwithstanding anything contained herein to the contrary, the Rights Agent is entitled always entitled to assume that the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.