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

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination as to whether to redeem the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretations, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board, or an authorized committee of the Board, in good faith shall be final, conclusive and binding on the Company, the Rights Agent, holders of the Rights and all other parties and shall not subject the Board or any member thereof, or an authorized committee of the Board, to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, The Board shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination as to whether to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities last sentence of Rule 13d-3(d)(1)(i) of the Rights Agent General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties parties, and shall (y) not subject the Board Board, or any member thereof, or an authorized committee of the Board, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board 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 Shares or other voting securities 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 is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and exercising to the rights 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; provided, that for as long as the Special Committee is in existence, all references to the duties and powers specifically granted of the Board in this Agreement shall be deemed to be references to the Board duties and to powers of the CompanySpecial Committee, and in interpreting this Agreement and making any determination under this Agreement, action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by 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.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock Shares of which any Person is the Beneficial Owner, will 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 or Section 382 of the Code Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder. The Board of Directors of the Company 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 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 (i) to 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 (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreementshall have become null and void). All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee Company’s Board of the Board, as applicable, Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock Shares of which any Person is the Beneficial Owner, will be made pursuant to and in accordance with with, as the Board of Directors of the Company deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder, or in each case any successor provision or replacement provision. The Board of Directors of the Company will 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 (i) 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 (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreementshall have become void). All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.”

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized any committee of the Boardthereof, shall have has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 is necessary or appropriate in the exercise of its fiduciary duties. Notwithstanding anything herein to the contrary, in no event shall a determination of the Board that would reasonably be fully protected and incur no liability in reliance thereon. In administering expected to adversely affect the rights of the Rights Agent under this Agreement and exercising be binding upon the rights and powers specifically granted to Rights Agent without the Board and to written consent of the CompanyRights Agent, and in interpreting this Agreement and making any determination under 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 appropriateits sole discretion.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect ). Without limiting any of the rights, duties, obligations or rights and immunities of the Rights Agent under this Agreement). All Agent, all such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock or other voting securities of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereonthe exercise of its fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board, or an authorized committee thereof, Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good 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. of Directors, --------------------------------- ------------------- etc. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of --- shares of Company 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 or a percentage (by value) of the shares of Company 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 Act. The Board of Directors of the Code Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors) shall have the exclusive power, authority and discretion to administer this Agreement and to exercise all rights and powers specifically granted to such Board of Directors (with, where specifically provided for herein, the Treasury Regulations promulgated thereunderconcurrence of the Continuing Directors or the Outside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tion, the right and power to (i) interpret the provisions of this Agreement, and - (cii) to make all determinations deemed necessary or advisable for the -- administration of this Agreement (including, without limitationbut not limited to, a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereofRights, to exchange amend the rights in accordance with Section 24 hereof, Agreement or to supplement find or amend this Agreement in accordance with Section 28 hereof; provided to announce publicly that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreementany Person has become an Acquiring Person). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clauses (i) and (iii) below, all omissions with respect to the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the BoardCompany (with, in good faith where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), the Outside Directors or the Company (i) - shall be within the discretion of the Board of Directors or the Outside Directors, (ii) shall be final, conclusive and binding on the Company, the -- Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (iii) shall not subject the Board or any member thereof, or an authorized committee of Directors of the BoardCompany, the Continuing --- Directors or the Outside Directors to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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 appropriateRight Certificates.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 any committee of the Boardthereof, shall have has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized any committee of the Board, as applicablethereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. of Directors, etc. --------------------------------------------------------- For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 of the Company (and, where specifically provided for herein, the Board, or an authorized committee of the Board, Continuing Directors) shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company (or, where specifically provided for herein, 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) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all decisions and determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, limitation a determination as decision to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement amend the Agreement and a determination of whether or amend this Agreement in accordance with Section 28 hereof; provided that such supplement not a person is or amendment does not adversely affect the rights, duties, obligations was an Acquiring Person or immunities beneficially owns a certain percentage of stock of the Rights Agent under this AgreementCompany). All such actions, calculations, interpretations, calculations decisions and determinations (including including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the BoardBoard (or, or an authorized committee of where specifically provided for herein, by the Board, Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties parties, and shall (y) not subject the Board or any member thereof, or an authorized committee of the Board, Continuing Directors to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 any committee of the Boardthereof, shall have has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All Without limiting any of the rights and immunities of the Rights Agent under this Agreement, all such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized any committee of the Board, as applicablethereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock Shares of which any Person is the Beneficial Owner, will be made in accordance with with, as the Board of Directors of the Company deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code Code, or any successor provision or replacement provision. The Board of Directors of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Treasury Regulations promulgated thereunderBoard 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 (including without limitation Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights in accordance with Section 23 hereof, to exchange shall have become null and void). Without limiting any of the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All , all such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee Company’s Board of the Board, as applicable, Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, in good faith Board shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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 appropriateexercise of its fiduciary duties.

Determinations and Actions by the Board. For (a) Except as otherwise specifically provided in Section 1(f), for all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized committee of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, in good faith Board shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. (a) For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized committee of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, in good faith Board shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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 appropriateexercise of its fiduciary duties.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock Shares of which any Person is the Beneficial Owner, will 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 Act. The Board of Directors of the Code Company will have the exclusive power and authority to administer this Agreement and to exercise or refrain from exercising any and all rights and powers specifically granted to the Treasury Regulations promulgated thereunderBoard 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 (ci) to 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), (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether particular Rights shall have become void), and (iii) to redeem rescind any determination previously made by the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities Board of Directors of the Rights Agent under this Agreement)Company, with such prospective or retroactive effect as the Board deems to be appropriate or advisable. All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized committee of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided ). Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that such supplement the Board shall not be entitled to reject any Qualifying Offer or amendment does not adversely affect the rightsany other tender offer or other acquisition proposal, duties, obligations or immunities to recommend that holders of Common Stock or other voting securities of the Rights Agent under this Agreement). All such actionsCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, interpretationsor to take any other action (including, calculations without limitation, the commencement, prosecution, defense or settlement of any litigation and determinations (including all omissions 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 foregoing) which are done or made by the Board, or an authorized committee of the Board, Board determines in good faith shall be final, conclusive and binding on is necessary or appropriate in the Company, the Rights Agent, holders exercise of the Rights and all other parties and shall not subject the Board or any member thereof, or an authorized committee of the Board, to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereonits fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board, or an authorized committee thereof, Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good 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. of Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights AgentVoting Power or --- the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the Boardparticular percentage of Voting Power or such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, or an authorized committee shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Board, General Rules and Regulations under the Exchange Act. The Board of Directors shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board, or an authorized committee Board of the Board, Directors in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties Persons, and shall (y) not subject the Board of Directors or any member thereof, or an authorized committee directors on the Board of the Board, Directors to any liability to the holders of the Rights. The Rights Agent is entitled always Nothing contained in this Agreement shall be deemed to assume be in derogation of the obligation of the Board of Directors to exercise its fiduciary duty or shall be construed to suggest or imply that the BoardBoard of Directors shall not be entitled to reject any Qualifying Offer, or an authorized committee to recommend that holders of the Boardshares of Voting Stock reject any Qualifying Offer, as applicableor to take any other action (including, acted without limitation, commencing, prosecuting, defending or settling any litigation, recommending that stockholders tender into any other offer, taking any action permitted under any applicable state laws or proposing or engaging, at any time, in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to any acquisition, disposition or other transfer of any securities of the Company, and in interpreting this Agreement and making any determination under this Agreementmerger or consolidation involving the Company, any sale or other transfer of assets of the BoardCompany, any recapitalization, liquidation, dissolution or winding up of the Company, or an authorized committee thereof, may consider any and all facts, circumstances other business combination or information other transaction) with respect to any Qualifying Offer that it deems to be necessary, useful the Board of Directors believes is necessary or appropriateappropriate in the exercise of such fiduciary duty.

Determinations and Actions by the Board. of Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of ---- shares of Company 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 or a percentage (by value) of the shares of Company 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 Act, as such rule was in effect on January 1, 1998 (without regard to any subsequent amendment or Section 382 modification thereof). The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including the Code right and power to (i) interpret the Treasury Regulations promulgated thereunder, provisions of this Agreement and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination as to whether to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). In making its determination that a Person has become an Acquiring Person, the Board may rely upon the information contained in any report filed with the Securities and Exchange Commission, including Schedule 13D and reports filed under Section 16 under the Exchange Act and any other publicly available reports or information that the Board deems to be reliable. All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of the Board, to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, The Board shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination as to whether to redeem or not redeem the Rights or to amend or supplement this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities last sentence of Rule 13d-3(d)(1)(i) of the Rights Agent General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the registered holders of the Rights and all other parties parties, and shall (y) not subject the Board Board, or any member thereof, or an authorized committee of the Board, to any liability to the registered holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board 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 Shares or other voting securities 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 is necessary or appropriate in the exercise of its fiduciary duties. For all purposes of this Agreement and exercising to the rights 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; provided, that for as long as the Special Committee is in existence, all references to the duties and powers specifically granted of the Board in this Agreement shall be deemed to be references to the Board duties and to powers of the CompanySpecial Committee, and in interpreting this Agreement and making any determination under this Agreement, action taken by the Special Committee or a duly authorized subcommittee thereof shall be deemed to be an action taken by 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 any committee of the Boardthereof, shall have has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All Without limiting any of the rights and immunities of the Rights Agent under this Agreement, all such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized any committee of the Board, as applicablethereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized any committee of the Boardthereof, shall have has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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 appropriateexercise of its fiduciary duties.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company Stock or any other class of capital stock Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or a percentage (by value) of the shares of Company Stock Shares of which any Person is the Beneficial Owner, will be made in accordance with with, as the Board of Directors of the Company deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code Code, or any successor provision or replacement provision. The Board of Directors of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Treasury Regulations promulgated thereunderBoard 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 (including without limitation Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreementshall have become null and void). All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee Company’s Board of the Board, as applicable, Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized committee of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock or other voting securities of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereonthe exercise of its fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board, or an authorized committee thereof, Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good 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. For all purposes of this Agreement, other Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee Board of Directors of the Board, shall Company will have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all or refrain from exercising any rights and powers specifically granted to the Board or of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, limitation the right and power (ai) to interpret the provisions of this AgreementAgreement (including without limitation Section 27, (bthis Section 33 and other provisions hereof relating to its powers or authority hereunder, as well as to ensure compliance with FCC Laws) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem particular Rights shall have become null and void). No action, including distributions of Common Shares, Class A Common Share Equivalents, Class B Common Share Equivalents, Warrants, Series 1 Warrant Equivalents, Series 2 Warrant Equivalents or capital stock, shall be required if the Rights Board of Directors of the Company has determined in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereofits sole discretion that such action would, or would be reasonably likely to supplement (A) violate any FCC Laws with respect to the Company or amend this Agreement any Person’s ownership in accordance with Section 28 hereof; provided that such supplement the Company or amendment does (B) subject the Company to regulation under any FCC Laws to which the Company would not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement)otherwise be subject. All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee Board of Directors of the Board, Company in good faith shall will (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties and shall (y) not subject the Board or any member thereof, or an authorized committee of Directors of the Board, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee Board of Directors of the Board, as applicable, Company acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall Board will have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all or refrain from exercising any rights and powers specifically granted to the Board or to the Company Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, limitation the right and power (ai) to interpret the provisions of this AgreementAgreement (including without limitation Section 27, (bthis Section 33 and other provisions hereof relating to its powers or authority hereunder, as well as to ensure compliance with FCC Laws) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (cii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, a limitation any determination contemplated by Section 1(a) or any determination as to whether to redeem the particular Rights in accordance with Section 23 hereofshall have become null and void). No action, to exchange the rights in accordance with Section 24 hereofincluding distributions of Common Shares, Class A Common Share Equivalents, Class B Common Share Equivalents, or to supplement or amend this Agreement capital stock, shall be required if the Board has determined in accordance with Section 28 hereof; provided its sole discretion that such supplement action would, or amendment does would be reasonably likely to (A) violate any FCC Laws with respect to the Company or any Person’s ownership in the Company or (B) subject the Company to regulation under any FCC Laws to which the Company would not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement)otherwise be subject. All such actions, interpretationscalculations, calculations interpretations and determinations (including all omissions including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board, or an authorized committee of the Board, Board in good faith shall will be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties and shall not subject the Board or any member thereof, or an authorized committee of the Board, to any liability to the holders of the Rightsparties. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes Without limiting any of this Agreement, other than with respect to rights, duties, obligations the rights and immunities of the Rights Agent, the Board, Board (or an authorized committee of the Board, shall have thereof) has the exclusive power and authority to administer and interpret the provisions of 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, without limitation, including the right and power to (a) to interpret the provisions of this Agreement, Plan and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including, without limitation, including a determination as to whether to redeem the Rights in accordance with Section 23 hereof, to exchange the rights in accordance with Section 24 hereof, or to supplement or amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this AgreementPlan). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, Board (or an authorized committee of the Board, thereof) in good faith shall will (i) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, holders obligations, duties and immunities of the Rights Agent under this Plan), the holders of Rights Certificates and all other parties Persons; and shall (ii) not subject the Board or any member thereof, (or an authorized committee thereof) or any of the Board, directors serving on the Board to any liability to any Person, including the Rights Agent and the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, acted in good faith and shall be fully protected and incur no liability in reliance thereonCertificates. In administering this Agreement Plan and exercising the rights and powers specifically granted to the Board and to the CompanyCompany hereunder, and in interpreting this Agreement Plan and making any determination under this Agreementhereunder, the Board, 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 purposes of this Agreement, other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board, or an authorized committee of the Board, shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company 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 any 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 hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (cb) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized any committee of the Boardthereof, in good faith shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized any committee of the Board, as applicablethereof, acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, in good faith Board shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.

Determinations and Actions by the Board. For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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. Except as otherwise specifically provided herein, the Board, or an authorized committee of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, Board in good faith faith, shall (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled always Without limiting the foregoing, nothing contained herein shall be construed to assume suggest or imply that the BoardBoard shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or an authorized committee to recommend that holders of Common Stock or other voting securities of the BoardCompany reject any Qualifying Offer or any other tender offer or other acquisition proposal, as applicableor to take any other action (including, acted 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 shall be fully protected and incur no liability is necessary or appropriate in reliance thereonthe exercise of its fiduciary duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board, or an authorized committee thereof, Board may consider any and all facts, circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is entitled to assume that the Board acted in good 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. (a) For all purposes of this Agreement, other than with respect to rights, duties, obligations and immunities any calculation of the Rights Agentnumber 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 of the Board, shall have Board has the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make any calculation of the number of shares of Company 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 or a percentage (by value) of the shares of Company Stock of which any Person is the Beneficial Owner, 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, and (c) to make all determinations deemed necessary or advisable for the administration of this Agreement (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 to supplement or not amend this Agreement in accordance with Section 28 hereof; provided that such supplement or amendment does not adversely affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement). All such actions, interpretationscalculations, calculations interpretations and determinations (including including, for purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board, or an authorized committee of the Board, in good faith Board shall be (i) be final, conclusive conclusive, and binding on the Company, the Rights Agent (except with respect to the Rights Agent’s rights, duties, obligations or immunities under this Agreement), the holders of the Rights and all other parties parties; and shall (ii) not subject the Board or any member thereof, or an authorized committee of the Board, thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always to assume that the Board, or an authorized committee of the Board, as applicable, Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under 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.