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

Determinations and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company pursuant hereto, or as may be necessary or advisable in the administration of this Agreement, including 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 as to whether to redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board or the Company pursuant hereto, or as may be necessary or advisable in the administration of this AgreementPlan, including the right and power to (a) interpret the provisions of this Agreement Plan and (b) make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including a determination as to whether to redeem the Rights or to amend this AgreementPlan). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement Plan and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement Plan and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. (a) For all the purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for the purpose of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made in accordance with the provisions of Section 382 of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder. The Board (or an authorized committee thereof) has will have the exclusive power and authority to administer this Agreement and to exercise or refrain from exercising all rights and powers specifically granted to the Board or to the Company pursuant heretoCompany, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power (i) to (a) interpret the provisions of this Agreement (including, without limitation, Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (bii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights or to amend this Agreementshall have become null and void). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (iiy) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board (or an authorized committee thereof) in good faith will (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties and (iiy) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including including, without limitation, the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriateRights. The Rights Agent is entitled always entitled to assume that the Board acted in good faith and will shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company pursuant heretohereunder, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) to interpret the provisions of this Agreement Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this AgreementAgreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board member thereof to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereonRights.

Determinations and Actions by the Board. The (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company pursuant heretohereunder, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) to interpret the provisions of this Agreement Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this AgreementAgreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board member thereof to any liability to any Person, including the Rights Agent and the holders of Rights Certificatesthe Rights. In administering this Agreement and exercising Without limiting the rights and powers specifically granted foregoing, nothing contained herein shall be construed to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (suggest or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume imply that the Board acted shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock of the Company reject any Qualifying 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 Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith and will be fully protected and incur no liability is necessary or appropriate in reliance thereonthe exercise of its fiduciary duties.

Determinations and Actions by the Board. The For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital 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 Exchange Act Regulations. Except as otherwise specifically provided herein, the Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company pursuant heretohereunder, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) to interpret the provisions of this Agreement Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this AgreementAgreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunderCompany, and in interpreting this Agreement and making any determination hereunderunder this Agreement, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith faith, and the Rights Agent will be fully protected and incur no liability in reliance thereon. For all purposes of this Agreement and to the extent permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by the Board.

Determinations and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company pursuant heretoto this Agreement, or as may be necessary or advisable in the administration of this Agreement, including 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 as to whether to redeem the Rights or to amend or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons Persons; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunderCompany, and in interpreting this Agreement and making any determination hereunderunder this Agreement, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company pursuant heretoto this Agreement, or as may be necessary or advisable in the administration of this Agreement, including 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 as to whether to redeem the Rights or to amend or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons Persons; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital 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 or Section 382 of the Code and the Treasury Regulations promulgated thereunder, as applicable. Except as otherwise specifically provided herein, the Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company pursuant heretohereunder, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) to interpret the provisions of this Agreement Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this AgreementAgreement in accordance with Section 28 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board member thereof to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriateRights. The Rights Agent is entitled always entitled to assume that the Board acted in good faith and will shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. of Directors, ----------------------------------------------------- Disinterested Directors, etc. 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. The Board (with, where specifically provided for herein, the concurrence or an authorized committee thereofapproval of the Disinterested Directors) has shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence or approval of the Company pursuant heretoDisinterested 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 as to whether to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the concurrence or an authorized committee thereofapproval of the Disinterested Directors) in good faith will faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties, and (iiy) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board Disinterested Directors to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereonRights.

Determinations and Actions by the Board. 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. The Board (or an authorized committee thereofwhere specifically provided for herein, acting by at least a majority of the Continuing Directors) has shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (where specifically provided for herein, acting by at least a majority of the Continuing Directors) or to the Company pursuant hereto(where specifically provided for herein, acting by at least a majority of the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) interpret the provisions of this Agreement Agreement, and (b) make all calculations and determinations deemed necessary or advisable for the administration of this Agreement (including a determination as to whether to redeem or not redeem the Rights or to amend this or supplement the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that which are done or made by the Board (or an authorized committee thereofwhere specifically provided for herein, acting by at least a majority of the Continuing Directors) in good faith will (provided that the Rights Agent shall be conclusively entitled to assume that such actions are in good faith), shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties, and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board Continuing Directors to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereonRights.

Determinations and Actions by the Board. The Board (Without limiting any of the rights and immunities of the Rights Agent, the Company’s Board, or an a duly authorized committee thereof) has , shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers specifically granted to the Company’s Board or to the Company pursuant heretoCompany, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination as to whether to redeem or not redeem the Rights or to amend or not amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Company’s Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (Company’s Board, or an a duly authorized committee thereof) , may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. All such actions, calculations, interpretations and determinations that are done or made by the Company’s Board, or a duly authorized committee thereof, in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties to the fullest extent permitted by applicable law.. The Rights Agent is shall be always entitled to assume that the Board acted in good faith and will shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board or the Company pursuant hereto, or as may be necessary or advisable in the administration of this AgreementPlan, including the right and power to (a) interpret the provisions of this Agreement Plan and (b) make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including a determination as to whether to redeem the Rights or to amend this AgreementPlan). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, obligations, duties and immunities of the Rights Agent under this Plan), the holders of Rights Certificates and all other Persons Persons; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement Plan and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement Plan and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. The Without limiting any of the rights and immunities of the Rights Agent, the Board (or an authorized committee thereof) has the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board or the Company pursuant hereto, or as may be necessary or advisable in the administration of this AgreementPlan, including the right and power to (a) interpret the provisions of this Agreement Plan and (b) make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including a determination as to 4832-9196-6153v.2 whether to redeem the Rights or to amend this AgreementPlan). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, obligations, duties and immunities of the Rights Agent under this Plan), the holders of Rights Certificates and all other Persons Persons; and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement Plan and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement Plan and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. 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-3d(d)(1)(i) of the General Rules and Regulations under the Exchange Act, whether or not the Common Shares are registered under the Exchange Act. The Board (or an authorized committee thereofwhere specifically provided for herein, acting by at least a majority of the Continuing Directors) has shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (where specifically provided for herein, acting by at least a majority of the Continuing Directors) or to the Company pursuant hereto(where specifically provided for herein, acting by at least a majority of the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (a) interpret the provisions of this Agreement Agreement, and (b) make all calculations and determinations deemed necessary or advisable for the administration of this Agreement (including a determination as to whether to redeem or not redeem the Rights or to amend or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, including for purposes of clause (ii) below, all omissions with respect to the foregoing) that which are done or made by the Board (or an authorized committee thereofwhere specifically provided for herein, acting by at least a majority of the Continuing Directors) in good faith will shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons parties, and (ii) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board director to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereonRights.

Determinations and Actions by the Board. 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 Exchange Act Regulations (or if such Rule is superseded, such provision of the rule, regulation or statute that replaces such sentence). The Board (or an authorized committee thereof) has shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company pursuant heretoCompany, or as may be necessary or advisable in the administration of this Agreement, including including, without limitation, the right and power to (ai) interpret the provisions of this Agreement and (bii) make all determinations or calculations deemed necessary or advisable for the administration of this Agreement (including a determination as to whether to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) that ), which are done or made by the Board (or an authorized committee thereof) in good faith will faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other Persons and (iiy) not subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriateRights. The Rights Agent is always shall be entitled to assume that the Board acted in good faith and will shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board. of Directors The Board (or an authorized committee thereof) has of Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company pursuant heretoCorporation, 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, (ii) make the public announcement referred to under "Stock Acquisition Date" in section 1.1 hereof and (biii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination as to whether redeem or not to redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (iiy) below, all omissions with respect to the foregoing) that which are done or made by the Board (or an authorized committee thereof) of Directors, in good faith will faith, shall (ix) be final, conclusive and binding on the CompanyCorporation, the Rights Right, Agent, the holders of the Rights Certificates (including Rights which are void pursuant to the provisions hereof) and all other Persons parties, and (iiy) not subject the Board (or an authorized committee thereof) of Directors or any director of the directors serving on the Board Corporation to any liability to any Person, including the Rights Agent and the holders of the Rights Certificates. In administering this Agreement and exercising the rights and powers specifically granted Certificates (including Rights which are void pursuant to the Board provisions hereof). 5.17 Time of the Essence Time shall be of the essence in this Agreement. 5.18 Execution In Counterparts This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to the Company hereunderbe an original, and in interpreting this Agreement all such counterparts shall together constitute one and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith and will be fully protected and incur no liability in reliance thereonsame instrument.