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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 time and any determination of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial owner, Owner shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under as in effect as of the Exchange Actdate hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board Board, in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company (with, where specifically provided for herein, the approval of a majority of the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the approval of a majority of the Disinterested Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, where specifically provided for herein, by a majority of the Disinterested Directors) in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject any member of the Board of Directors or any of the Disinterested Directors to any liability to the holders of the Right CertificatesRights or to any other person.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes time and any determination of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial owner, Owner shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors as in effect as of the Company date hereof. Subject to the provisions of paragraph (b) of this Section 29, the Board (where speci fically provided for, with the concurrence of the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the CompanyCompany (where specifically provided for, with the concurrence of the Independent Directors), or as may be necessary neces sary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board (where specifically provided for, with the concurrence of the Independent Directors), in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions 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, only upon approval by a majority of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, where specifically provided for herein, upon approval by a majority of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of DirectorsDirectors of the Company. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares Common Shares of Common Stock the Company 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 ownerOwner, shall be made in accordance with the provisions 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 (ia) interpret the provisions of this Agreement, and (iib) 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, where specifically prescribed herein, such Board actions, calculations, interpretations Agreement and determinations any determination as to whether actions or any Person shall be undertaken or made only pursuant such as to the affirmative vote of three-fourths of the entire Board of Directorscause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (ii) not subject the Board of the Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the this Agreement); andprovided, where specifically prescribed hereinhowever, such Board actions, calculations, interpretations and determinations that any redemption of Rights shall also be undertaken subject to any additional approval procedures required by the articles of incorporation or made only pursuant to the affirmative vote of three-fourths bylaws of the entire Board of DirectorsCompany. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (ix) be final, conclusive and binding on the CompanyCompany (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights.

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

Determinations and Actions by the Board of Directors. For all purposes of this AgreementExcept as otherwise specifically provided herein, 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the CompanyCompany hereunder, 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, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23, to exchange or not exchange the rights in accordance with Section 24, to amend the Agreementor not amend this Agreement in accordance with Section 27, and to determine whether a Person should or should not be an Exempt Person or whether a transaction should or should not be an Exempt Transaction); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations interpretations, and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board in good faith, of Directors shall (ix) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights, and all other parties, and (iiy) not subject the Board of Directors or any member thereof to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this AgreementExcept as otherwise specifically provided herein, 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the CompanyCompany hereunder, 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, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23, to exchange or not exchange the rights in accordance with Section 24, to amend the Agreementor not amend this Agreement in accordance with Section 27, and to determine whether a Person should or should not be deemed an Inadvertent Acquiror or whether a Person should or should not be an Exempted Person); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, of Directors shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors or any member thereof to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 person is the Beneficial ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 (a) Subject to the provisions of Rule 13d-3(d)(1)(iparagraph (b) of this Section 28, the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or the CompanyCompany (or, where specifically provided for, the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (or, where specifically provided for, the Continuing Directors), in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes time and any determination of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial owner, Owner shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors as in effect as of the Company date hereof. Subject to the provisions of paragraph (b) of this Section 29, the Board (where specifically provided for, with the concurrence of the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the CompanyCompany (where specifically provided for, with the concurrence of the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which that are done or made by the Board (where specifically provided for, with the concurrence of the Continuing Directors), in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions 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 (ia) interpret the provisions of this Agreement, and (iib) 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, where specifically prescribed herein, such Board actions, calculations, interpretations Agreement and determinations any determination as to whether actions or any Person shall be undertaken or made only pursuant such as to the affirmative vote of three-fourths of the entire Board of Directorscause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of the Company in good faith (the Rights Agent may assume the Board acted in good faith), shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (ii) not subject the Board of the Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 person is the Beneficial ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions 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 (ia) interpret the provisions of this Agreement, and (iib) 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, where specifically prescribed herein, such Board actions, calculations, interpretations Agreement and determinations any determination as to whether actions or any Person shall be undertaken or made only pursuant such as to the affirmative vote of three-fourths of the entire Board of Directorscause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of the Company in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (ii) not subject the Board of the Company to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 person is the Beneficial ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board to any liability to the holders of the Right Certificates.the

Determinations and Actions by the Board of Directors. For all purposes of this AgreementPlan, any calculation of the number of shares of Common 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this AgreementPlan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, Plan 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of DirectorsPlan. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation calculations 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 ownerOwner, shall be made in accordance with the provisions 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 Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the CompanyCompany (or, 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 (ia) interpret the provisions of this Agreement, Agreement and (iib) 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board (or, where specifically provided for herein, by the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Rights Certificates and all other parties, parties and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights. Section 30.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions 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 Board, or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board of Directors in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the CompanyCompany (or, as expressly provided, the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith, shall faith (i) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other partiesPersons, and (ii) shall not subject the Board of Directors or the Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions 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, only upon approval by two-thirds (2/3) of the directors then in office and a majority of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) ), which are done or made by the Board (or, where specifically provided for herein, upon approval by two-thirds (2/3) of the directors then in office and a majority of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, parties and (iiy) not subject the Board or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

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

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, 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 Rights, to declare that a Person is an Adverse Person or to amend the this Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject any member of the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Right CertificatesRights or to any other person. The Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. 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 person is the Beneficial ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, including for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes and any determination of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial ownerOwner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board to any liability to the holders of the Right CertificatesRights.

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

Determinations and Actions by the Board of Directors. For all purposes a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles of this AgreementIncorporation or By-Laws which may hereafter be adopted, 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all calculations and determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not to redeem the Rights pursuant to Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are shall be presumed to have been done or made by the Board of Directors of the Company in good faith, faith and shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares Common Shares of Common Stock the Company 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (ia) interpret the provisions of this Agreement, Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which that are done or made by the Board of Directors in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesCommon Shares or the Rights. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes and any determination of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial ownerOwner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board 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, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board to any liability to the holders of the Right CertificatesRights.”

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall will be made in accordance with the provisions 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 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 AgreementAgreement (including, without limitation, Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, any determination contemplated by Section 1(a) or any determination as to redeem or not redeem the whether particular Rights or to amend the Agreementshall have become void); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken or made only pursuant to the affirmative vote of three-fourths of the entire Board of Directors. All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions any omission with respect to any of the foregoing) which are done or made by the Board of Directors of the Company in good faith, shall faith will (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, parties and (iiy) not subject the Board Directors of the Company to any liability to any Person, including, without limitation, the Rights Agent and the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. 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 ownerOwner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (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 exchange or not to redeem or exchange the Rights or to amend the Agreement); and, where specifically prescribed herein, such Board actions, calculations, interpretations and determinations shall be undertaken Agreement or made only pursuant a determination that an adjustment to the affirmative vote of three-fourths of the entire Board of DirectorsRedemption Price or Exchange Ratio is or is not appropriate). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights and all other parties, and (iiy) not subject the Board of Directors to any liability to the holders of the Right CertificatesRights or any other Person.