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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or to any other person.

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the 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 (iiA) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (iA) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (iiB) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or to any other Person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions or any Person shall be such as to cause such Person to beneficially own Beneficially Own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiA) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (iA) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the Rights Agents own rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties, and (iiB) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or to any other Person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations 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 all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem redeem, not redeem, exchange or not redeem exchange the Rights or to amend the 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 PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (iiy) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) 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 (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of the Company of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct Regulations. The Board board of Directors directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board board of Directors 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions or any Person shall be such as to cause such Person to beneficially own shares held by another PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board board of Directors directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (iiy) not subject the Board board of Directors directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes (a) Subject to the provisions of paragraph (b) of this AgreementSection 28, 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 of Directors of the Company (and, where specifically provided for, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCompany (or, where specifically provided for, the Continuing Directors), 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 deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions or any Person shall be such as to cause such Person to beneficially own shares held by another PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (or, where specifically provided for, the Continuing Directors), in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (ii) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the RightsRight Certificates.

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with with, as applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct or the provisions of Section 382 of the Code, or any successor provision or replacement provision. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all the rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, including the right and power to (ai) interpret the provisions of this Agreement, Rights Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, a determination to redeem or not redeem the Rights or to amend the 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 Personthis Rights Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties, and (iiy) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or Common Stock.

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

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares 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 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 shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors 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 a determination to redeem or not redeem the Rights or to amend the 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 PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (iiy) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement and any or a determination as that an adjustment to whether actions the Redemption Price or any Person shall be such as to cause such Person to beneficially own shares held by another PersonExchange Ratio is or is not appropriate). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (iiy) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or any other Person.

Determinations and Actions by the Board of Directors. For all ----------------------------------------------------- purposes of this Agreement, any calculation of the number of Common Shares 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or to any other Person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares Stock of 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 shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and 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 (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (ii) not subject the Board of Directors of the Company to any liability to the holders of the RightsRights or to any other person.