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

Determinations and Actions by the Board of Directors. (a) The Board of Directors 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 (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or to amend or not to 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, 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. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. (b) The Board of Directors of the Company 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 (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, 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 RightsRights or to any other person. (bc) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal, or to recommend that holders of Common Stock Shares reject any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such its fiduciary dutyduties.

Determinations and Actions by the Board of Directors. (a) The a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles of Incorporation or By-Laws which may hereafter be adopted, the Board of Directors of the Company shall have the exclusive power and authority to administer and interpret 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 (i) interpret the provisions of this Agreement Agreement, and (ii) make all calculations and determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not to redeem the Rights; or Rights pursuant to amend Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are shall be presumed to have been done or made by the Board of Directors of the Company in good faith, faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained b. Notwithstanding any provision to the contrary in this Agreement shall any amendment to the Company's Articles of Incorporation or By-Laws which may hereafter be deemed to be in derogation of the obligation of adopted, no action by the Board of Directors of the Company with respect to the administration or interpretation of this Agreement, the exercise its fiduciary duty. Without limiting of any powers hereunder, or the foregoingamendment, nothing contained herein modification, supplementation or termination hereof, shall be construed to suggest valid or imply that effective unless approved by both a majority of the Continuing Directors and a majority of all directors then in office, at a duly constituted meeting of the Board of Directors Directors. "Continuing Directors" shall mean (i) any member of the Board, while such Person is a member of the Board, who is not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposalan Acquiring Person, or to recommend that holders an Affiliate or Associate of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposalsuch Person, or to take any other action (including, without limitation, the commencement, prosecution, defense a representative or settlement designee of an Acquiring Person or of any litigation such Affiliate or Associate, and the submission was a member of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board prior to the date of Directors believes this Agreement, or (ii) any Person who subsequently becomes a member of the Board, while such Person is necessary a member of the Board, who is not an Acquiring Person or appropriate in the exercise an Affiliate or Associate of such fiduciary dutyPerson, or a representative or designee of an Acquiring Person or of any such Affiliate or Associate, if such Person's nomination for election or election to the Board is recommended or approved by a majority of the Continuing Directors then in office.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. (b) The Board of Directors of the Company (with, where specifically provided for herein, the approval of a majority of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board (with, where specifically provided for herein, the approval of Directors a majority of the Company Outside 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 and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (or, where specifically provided for herein, by a majority of the Company Outside Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors or any of the Outside Directors to any liability to the holders of the RightsRights or to any other person. (bc) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (a) The Board For all purposes of Directors this Agreement, any calculation of the Company number of Common Shares outstanding at any particular time and any determination of the particular percentage of such outstanding 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 Rules as in effect as of the date hereof. Subject to the provisions of Section 29(b), the Board (where specifically provided for, with the concurrence of the Independent Directors) 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 or the Company (where specifically provided for, with the concurrence of the Company or to the CompanyIndependent 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this Agreementthe Agree ment). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (where specifically provided for, with the concurrence of the Company Independent Directors), in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates. (b) Nothing contained Notwithstanding anything in this Agreement Agree ment to the contrary, any actions by the Board pursuant to Section 3(a), Section 11(a)(iii), Section 23, Section 24, Section 27 or Section 31, and any determinations concerning the occurrence of any Triggering Event, shall require the concurrence of such number of Independent Directors as shall constitute a majority of the Independent Directors then in office; PROVIDED, HOWEVER, that any such action approved by the Board without such required concurrence of Independent Directors (whether or not there shall then be Independent Directors in office) shall nevertheless be, and be deemed to be in derogation be, duly approved if such action is approved (at a meeting of stockholders duly called and held upon at least thirty (30) days' prior written notice to the stockholders) by the affirmative votes of two-thirds of all outstanding Common Shares including the affirmative votes of the obligation holders of at least two-thirds of all outstanding Common Shares held as of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer record date for such meeting by persons other than an Acquiring Person or any other tender offer Affiliate or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise Associate of such fiduciary dutyAcquiring Person.

Determinations and Actions by the Board of Directors. (a) The Board For all purposes of Directors this Agreement, any calculation of the Company number of Common Shares outstanding at any particular time and any determination of the particular percentage of such outstanding 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 Rules as in effect as of the date hereof. Subject to the provisions of paragraph (b) of this Section 29, the Board (where speci fically provided for, with the concurrence of the Independent Directors) 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 or the Company (where specifically provided for, with the concurrence of the Company or to the CompanyIndependent Directors), or as may be necessary neces sary 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (where specifically provided for, with the concurrence of the Company Independent Directors), in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates. (b) Nothing contained Notwithstanding anything in this Agreement to the contrary, any actions by the Board pursuant to Section 11(a)(iii), Section 23(a), Section 24, Section 27 or Section 31, and any determinations concerning the occurrence of any Triggering Event, shall require the concurrence of such number of Independent Directors as shall constitute a majority of the Independent Directors then in office; PROVIDED, HOWEVER, that any such action approved by the Board without such required concurrence of Independent Directors (whether or not there shall then be Independent Directors in office) shall nevertheless be, and be deemed to be in derogation be, duly approved if such action is approved (at a meeting of stockholders duly called and held upon at least thirty days prior written notice to the shareholders) by the affirmative votes of two-thirds of all outstanding Common Shares including the affirmative votes of the obligation holders of at least two-thirds of all outstanding Common Shares held as of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer record date for such meeting by persons other than an Acquiring Person or any other tender offer Affiliate or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise Associate of such fiduciary dutyAcquiring Person.

Determinations and Actions by the Board of Directors. (a) The Board of Directors of the Company 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 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 (a) to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Agreement, (including, without limitation, a determination whether: b) to exchange the outstanding Rights for Common Stock pursuant decide to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or , (c) to decide to amend or not supplement this Agreement and (d) to amend make such amendments or modifications to this Agreement (and any related documents) that the Board of Directors may determine is reasonably necessary to provide the holders of the limited liability company interests in FXCM Holdings, LLC with the equivalent economic benefits granted to the holders of shares of Common Stock hereunder, which amendments or modifications may be made before or after such time that the Rights are no longer redeemable hereunder pursuant to the terms of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yincluding any decision not to take any action) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, faith shall (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, and all other parties, Persons and (yii) not subject any member of the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing Notwithstanding anything contained herein shall be construed to suggest or imply the contrary, the Rights Agent is entitled always to assume that the Board of Directors acted in good faith and shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation fully protected and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate incur no liability in the exercise of such fiduciary dutyreliance thereon.

Determinations and Actions by the Board of Directors. (aFor all purposes of this Agreement, Common Shares shall be deemed outstanding when and as actually issued by the Company, but shall not include Common Shares reacquired by the Company in any manner, whether held as treasury shares or canceled. The calculation for the purpose of determining the particular percentage of the outstanding Common Shares of which any Person is the Beneficial Owner shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Disinterested Directors) 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 (with, where specifically provided for herein, the concurrence of the Company Disinterested 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 Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the 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 (with, where specifically provided for herein, the concurrence of the Company Disinterested Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject the Board of Directors or the Disinterested Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (a) The Board of Directors of the Company shall have the exclusive power and authority to administer and amend 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 to: (i) interpret the provisions of this Agreement and Agreement; and (ii) make all actions, calculations, interpretations and determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not to redeem the Rights; Rights or to amend or not to amend this Agreementthe Agreement in accordance with the terms hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause item (yiv) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Directors, in good faith, shall faith shall: (xiii) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and ; and (yiv) not subject the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary dutyduties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that the holders of the Voting Shares reject any Qualified Offer Permitted Bid or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer Competing Permitted Bid or any other tender offer or other acquisition proposalTake-Over Bid, or to take any other action (including, without limitationlimiting the generality of the foregoing, the commencement, prosecution, defense defence or settlement of any litigation and the submission of additional or alternative offers Permitted Bids or other proposalsCompeting Permitted Bids or Take-Over Bids) with respect to any Qualified Offer Permitted Bid or any other tender offer Competing Permitted Bid or other acquisition proposal any Take-Over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of such its fiduciary dutyduties.

Determinations and Actions by the Board of Directors. (a) The Board For all purposes of Directors this Agreement, any calculation of the Company number of Common Shares outstanding at any particular time and any determination of the particular percentage of such outstanding 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 Rules as in effect as of the date hereof. Subject to the provisions of paragraph (b) of this Section 29, the Board (where specifically provided for, with the concurrence of the Independent Directors) 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 or the Company (where specifically provided for, with the concurrence of the Company or to the CompanyIndependent 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (where specifically provided for, with the concurrence of the Company Continuing Directors), in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the RightsRight Certificates. (b) Nothing contained Notwithstanding anything in this Agreement to the contrary, any actions by the Board pursuant to Section 11(a)(iii), Section 23(a), Section 24, Section 27 or Section 31, and any determinations concerning the occurrence of any Triggering Event, shall require the concurrence of such number of Independent Directors as shall constitute a majority of the Independent Directors then in office; PROVIDED, HOWEVER, that any such action approved by the Board without such required concurrence of Independent Directors (whether or not there shall then be Independent Directors in office) shall nevertheless be, and be deemed to be in derogation be, duly approved if such action is approved (at a meeting of stockholders duly called and held upon at least thirty days prior written notice to the shareholders) by the affirmative votes of two-thirds of all outstanding Common Shares including the affirmative votes of the obligation holders of at least two-thirds of all outstanding Common Shares held as of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer record date for such meeting by persons other than an Acquiring Person or any other tender offer Affiliate or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise Associate of such fiduciary dutyAcquiring Person.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. (b) The Board of Directors of the Company 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 (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, 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 RightsRights or to any other person. (bc) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal, or to recommend that holders of Common Stock Shares reject any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or exchange offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such its fiduciary dutyduties.

Determinations and Actions by the Board of Directors. (a) The Without limiting any of the rights and immunities of the Rights Agent, the Board of Directors of the Company 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 (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this Agreement). In administering this Agreement and exercising the rights and powers specifically granted to the Board of Directors of the Company and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board of Directors of the Company, or a duly authorized committee thereof, may consider any and all facts, circumstances or information it deems to be necessary, useful or appropriate. 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 Company, or a duly authorized committee thereof, in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability parties to the holders of the Rights. (b) Nothing contained in this Agreement fullest extent permitted by applicable law.. The Rights Agent shall be deemed always entitled to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply assume that the Board of Directors acted in good faith and shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation fully protected and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate incur no liability in the exercise of such fiduciary dutyreliance thereon.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of Common Shares, Class A Common Shares or Class B Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or Class A Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations promulgated under the Exchange Act. The Board of Directors of the Company 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 (ia) interpret the provisions of this Agreement Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend the Agreement and any determination as to whether actions or not any Person shall be such as to amend this Agreementcause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith (the Rights Agent may assume the Board acted in good faith), shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (yii) not subject the Board of Directors the Company to any liability to the holders of the Rights. (b) Nothing contained in Notwithstanding any other provision hereof, it is understood that the Nominating and Corporate Governance Committee shall review and evaluate this Agreement shall be deemed in order to consider whether the maintenance of this Agreement continues to be in derogation the best interests of the obligation Company, its stockholders and other relevant constituencies of the Company at least once every three years. Following each such review, the Nominating and Corporate Governance Committee shall communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. (c) The Nominating and Corporate Governance Committee and the Board of Directors Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company to exercise its fiduciary dutytheir choice of legal counsel, investment bankers and other advisors. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that The Nominating and Corporate Governance Committee and the Board of Directors Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall not have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be entitled to reject any Qualified Offer modified or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary dutyRights should be redeemed.

Determinations and Actions by the Board of Directors. (a) The Board of Directors 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 (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or to amend or not to 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, 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. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (aFor all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Outside Directors) or, where specifically provided for herein, the Outside Directors, 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 (with, where specifically provided for herein, the concurrence of the Company or to Outside Directors) or, when specifically provided for herein, the CompanyOutside Directors. In addition, or the Board shall have the exclusive power and authority 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; , to declare that a Person is an Adverse Person or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Outside Directors) or, where provided for herein, the Outside Directors, in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of or the Outside Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (a) The Board For all purposes of Directors this Agreement, any calculation of the number of Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board 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 CompanyBoard, 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, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend the Rights Agreement, a determination whether or not a Person would be deemed to amend be an “Exempt Person” for the purposes of this Agreement or a transaction would be deemed to be an “Exempt Transaction” for the purposes of this Agreement, 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 purposes of clause (y) belowthis sentence, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s own 4934-2276-9410.1 rights, duties, obligations or immunities under this Agreement), the holders of the Rights, as such, Rights and all other parties. For all purposes of this Agreement and to the extent permitted by law, and (y) not subject any action taken by a duly authorized committee or subcommittee of the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of an action taken by the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary dutyBoard.

Determinations and Actions by the Board of Directors. (a) The Board of Directors 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 (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or to amend or not to 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, 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. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board of Directors. (a) The Board of Directors of the Company 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 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 (a) to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Agreement, (including, without limitation, a determination whether: b) to exchange the outstanding Rights for Common Stock pursuant decide to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or , (c) to decide to amend or not supplement this Agreement and (d) to amend make such amendments or modifications to this Agreement (and any related documents) that the Board of Directors may determine is reasonably necessary to provide the holders of the limited liability company interests in FXCM Holdings, LLC with the equivalent economic benefits granted to the holders of shares of Class A Common Stock hereunder, which amendments or modifications may be made before or after such time that the Rights are no longer redeemable hereunder pursuant to the terms of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yincluding any decision not to take any action) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, faith shall (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, and all other parties, Persons and (yii) not subject any member of the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing Notwithstanding anything contained herein shall be construed to suggest or imply the contrary, the Rights Agent is entitled always to assume that the Board of Directors acted in good faith and shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation fully protected and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate incur no liability in the exercise of such fiduciary dutyreliance thereon.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of the Company of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act. The Board board of Directors directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board board of Directors of the Company 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that ), which are done or made by the Board board of Directors directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board board of Directors directors of the Company to any liability to the holders of the Rights. (b) Nothing contained in It is understood that an independent directors evaluation committee (the "INDEPENDENT DIRECTORS EVALUATION COMMITTEE") of the board of directors of the Company shall review and evaluate this Agreement shall be deemed in order to consider whether the maintenance of this Agreement continues to be in derogation the best interests of the obligation Company and its stockholders every three years from the date of this Agreement. Following each such review, the Independent Directors Evaluation Committee will communicate its conclusions to the full board of directors of the Board Company, including any recommendations in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The Independent Directors Evaluation Committee shall be appointed by the board of directors of the Company and shall comprise Directors of the Company to exercise its fiduciary duty. Without limiting who are not officers, employees or Affiliates of the foregoingCompany, nothing contained herein PROVIDED, HOWEVER, that for the purposes of this Section 29(b), no Director shall be construed deemed an Affiliate of the Company solely due to suggest or imply that his status as a Director of the Board of Directors shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary dutyCompany.

Determinations and Actions by the Board of Directors. (a) The Board of Directors of the Company 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 (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for to carry out the administration intent of this Agreement (including, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; to redeem or not redeem the Rights; Rights or to amend or not to amend this the 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, parties and (y) shall not subject the Board of Directors to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of It is understood that the obligation TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company at least once every three years, or sooner than that if any Person shall have made a proposal to exercise the Company or its fiduciary dutystockholders, or taken any other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Without limiting Following each such review, the foregoingTIDE Committee shall communicate its conclusions to the full Board of Directors, nothing contained herein including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. If the Company has a non-executive chairman, the TIDE Committee shall be construed to suggest or imply that chaired by the non-executive chairman and comprised of all members of the Board of Directors shall who are not be entitled to reject any Qualified Offer officers, employees or any other tender offer or other acquisition proposal, or to recommend that holders Affiliates of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitationthe Company. If the Company does not have a non-executive chairman, the commencement, prosecution, defense or settlement TIDE Committee shall be comprised of any litigation the members of the Corporate Governance and the submission Nominating Committee of additional or alternative offers or other proposals) with respect to any Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors believes is necessary (or appropriate in any successor committee) who are not officers, employees or Affiliates of the exercise Company . (c) The TIDE Committee and the Board of such fiduciary dutyDirectors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed.

Determinations and Actions by the Board of Directors. (a) The Board of Directors of the Company 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, including 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, without limitation, including a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; an offer is a Qualified Offer; whether to redeem or not redeem the Rights; Rights or to amend or not to amend this AgreementAgreement and whether any proposed amendment adversely affects the interest of the holders of Rights). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Directors, acting in good faithits sole and absolute discretion, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Qualified Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, including the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualified Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors believes determines is necessary or appropriate in the exercise of such its fiduciary dutyduties.