Common use of Determinations and Actions Clause in Contracts

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

Determinations and Actions. by the Board of Directors, ----------------------------------------------------- etc. . (a) For all purposes of this Agreement, any calculation of the number of --- shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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)(i13d-3(d)(1)(i) of the General Rules Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, and Regulations under subject to paragraph (b) of this Section 28, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person)Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board or by a majority of the Continuing 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, and (y) not subject the Board of Directors of the Company or any of the directors on the Board member thereof to any liability to the holders of the Rights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to the Continuing Directors or to the Company pursuant to this Agreement and no effect shall be given to any such action, calculation, interpretation, determination or exercise of rights or powers unless at least two Continuing Directors are then in office.

Determinations and Actions. by the Board of Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, any calculation of the number of --- ---- shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d- 3(d)(1)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on 51 the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board Board, or any of the directors on the Board Board, to any liability to the holders of the Rights.

Determinations and Actions. by the Board of ------------------------------------------ Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, any calculation of the --------------- number of --- shares of Common Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence provisions of Rule 13d- 3(d)(1)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other partiesPersons, and (yii) not subject the Board or any of Directors of the directors on the Board Company to any liability to the holders of the RightsRight Certificates. The Rights Agent is entitled to assume that the Board of Directors of the Company acted in good faith in making such actions, calculations, interpretations and determinations.

Determinations and Actions. by the Board of ------------------------------------------ Directors, ----------------------------------------------------- etc. For all purposes of this Agreement, any -------------- calculation of the number of --- shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d- 3(d)(1)(i13d-3(d)(1)(i) of the General Rules and Regulations regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another PersonAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good 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 (y) not subject the Board or any of the directors on the Board to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. 12. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

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