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 calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent 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 (ii) make all determinations deemed neces- sary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- going) which are done or made by the Board (or, as provided for, by 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, 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. Etc. For all purposes of this Agreement, any calcula- tion calculation of the number of shares of Common Stock --- Shares outstanding at any particular time, including for purposes of determining the par- ticular 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 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 (andor, where specifically pro- vided for as set forth herein, the Independent Directorscertain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or of Directors of the Company (or, as expressly provided, or to the Indepen- dent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed neces- sary 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which that are done or made by the Board (or, as provided for, by of Directors of the Independent Directors) Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates Rights, as such, and all other parties, and (iiy) not subject the Board or the Independent of Directors to any liability to the holders of the Right CertificatesRights.

Determinations and Actions by the Board of Directors. (a) For all purposes of this Agreement, any calcula- tion 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 par- ticular 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 Section 29(b), the Board (and, where specifically pro- vided for hereinprovided 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 Company (orwhere specifically provided for, as expressly provided, with the Indepen- dent concurrence of the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementAgree ment). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the fore- goingforegoing) which that are done or made by the Board (or, as where specifically provided for, by 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided provided for herein, the Continuing Directors or 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 Company (or, as expressly provided, the Indepen- dent Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by the Continuing Directors or 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, and (ii) not subject the Board or the Continuing Directors or Independent Directors to any liability to the holders of the Right Certificates.

Determinations and Actions by the Board of Directors. etc. For all purposes of this Agreement, any calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 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 (andwith, where specifically pro- vided provided for herein, the Independent 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 or the Company (orwith, as expressly providedwhere specifically provided for herein, the Indepen- dent concurrence of the Continuing Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (orwith, as where specifically provided forfor herein, by the Independent 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 Independent 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 calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided 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 to the Company (or, as expressly provided, the Indepen- dent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations and computations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by the Independent Directors) 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 partiesPersons, and (iiy) not subject any member of the Board or the Independent of Directors to any liability to any Person, including the Rights Agent and the holders of the Right CertificatesRights. In administering this Agreement, and exercising the right and powers specifically granted to the Board of Directors and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board of Directors (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. For all purposes of this Agreement, any calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided provided for herein, the Continuing Directors or 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 Company (or, as expressly provided, the Indepen- dent Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary 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). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or 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 parties, and (ii) shall not subject the Board of Directors or the Continuing Directors or 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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)(i13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by 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, 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by 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, 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. etc. For all purposes of this Agreement, any calcula- tion calculation of the number of ---- shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 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 pro- vided for or as set forth herein, the Independent Directorscertain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Indepen- dent Directors)Company, or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board of Directors (oror as set forth herein, as provided for, by the Independent Directorscertain specified members thereof) 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 (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates.and

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by 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, 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by 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, 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided provided for herein, the Continuing Directors or 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 Company (or, as expressly provided, the Indepen- dent Continuing Directors or Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary 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)) . All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board of Directors (or, as provided for, by the Continuing Directors or 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 parties, and (ii) shall not subject the Board of Directors or the Continuing Directors or 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 calcula- tion of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the par- ticular 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 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 (and, where specifically pro- vided 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 or the Company (orwith, as expressly providedwhere specifically provided for herein, the Indepen- dent 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 limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board of Directors (orwith, as where specifically provided forfor herein, by the Independent 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 or the Independent Continuing Directors 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 calcula- tion calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided 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 or the Company (or, as expressly provided, the Indepen- dent Independ- ent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the fore- goingforegoing) which are done or made by the Board (or, as provided for, by 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, 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. (a) For all purposes of this Agreement, any calcula- tion 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 par- ticular 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 (andb) of this Section 29, the Board (where specifically pro- vided for hereinprovided 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 Company (orwhere specifically provided for, as expressly provided, with the Indepen- dent concurrence of the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, Agreement and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (ii) below, all omissions with respect to the fore- goingforegoing) which that are done or made by the Board (or, as where specifically provided for, by 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 calcula- tion calculation of the number of shares of Common Stock Shares outstanding at any a particular time, including for purposes of determining the par- ticular 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 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 (andwith, where specifically pro- vided provided for herein, the Independent concurrence 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 or the Company of Directors (orwith, as expressly providedwhere specifically provided for herein, the Indepen- dent concurrence of the Disinterested Directors)) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limita- tionlimitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the fore- goingforegoing) which that are done or made by the Board of Directors (orwith, as where specifically provided forfor herein, by the Independent concurrence of the Disinterested 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 partiesPersons, and (iiy) not subject the Board of Directors or the Independent Disinterested 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 calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided for herein, the Independent Directors) shall have the exclusive power and authority to administer administer, interpret and apply this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Indepen- dent Directors), Corporation by this Agreement or by law and may take such action as may be necessary or advisable in the administration of this AgreementAgreement or to amend or supplement this Agreement in accordance with its terms, including, without limita- tionlimitation, the right and power (a) to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement Agreement, (including a determination b) to redeem or not decide to redeem the Rights or and (c) to decide to amend the or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (iiincluding any decision not to take any action) below, all omissions with respect to the fore- going) which are done or made by the Board (or, as provided for, by the Independent Directors) of Directors in good faith, faith shall (i) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Right Certificates Rights, as such, and all other parties, Persons and (ii) not subject any member of the Board or the Independent of Directors to any liability to the holders of Rights. Notwithstanding anything contained herein to the Right Certificatescontrary, for all purposes of this Agreement, the Rights Agent is entitled always to assume that the 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 calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the par- ticular 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 (and, where specifically pro- vided for herein, the Independent Directors) shall have the exclusive power and authority to administer administer, interpret and apply this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors or to the Company (or, as expressly provided, the Indepen- dent Directors), Corporation by this Agreement or by law and may take such action as may be necessary or advisable in the administration of this AgreementAgreement or to amend or supplement this Agreement in accordance with its terms, including, without limita- tionlimitation, the right and power (a) to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed neces- sary necessary or advisable for the administration of this Agreement Agreement, (including a determination b) to redeem or not decide to redeem the Rights or and (c) to decide to amend the or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (iiincluding any decision not to take any action) below, all omissions with respect to the fore- going) which are done or made by the Board (or, as provided for, by the Independent Directors) of Directors in good faith, faith shall (i) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Right Certificates Rights, as such, and all other parties, Persons and (ii) not subject any member of the Board or the Independent of Directors to any liability to the holders of Rights. Notwithstanding anything contained herein to the Right Certificatescontrary, the Rights Agent is entitled always to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.