Common use of CERTAIN Clause in Contracts

CERTAIN. DETERMINATIONS The Rights Agreement prohibits the making of certain determinations and actions by the Board of Directors unless at the time of such determinations there are then in office not less than five Continuing Directors and the determination or action in question is also approved by a majority of the Continuing Directors then in office. These determinations and actions include: (i) determining that a tender offer or exchange offer is a Qualifying Tender Offer; (ii) extending the Distribution Date following the commencement or announcement of a tender offer or exchange offer; (iii) determining that a person became an Acquiring Person inadvertently; (iv) redeeming of the Rights; (v) exchanging the Rights for Common Stock; (vi) valuing certain securities or assets other than the Common Stock and Preferred Stock; and (vii) amending or supplementing the Rights Agreement.

CERTAIN. DETERMINATIONS The Rights Agreement prohibits the making of certain determinations and actions by the Board of Directors unless at the time of such determinations there are then in office not less than five Continuing Directors and the determination or action in question is also approved by a majority of the Continuing Directors then in office. These determinations and actions include: (iI) determining that a tender offer or exchange offer is a Qualifying Tender Offer; (ii) extending the Distribution Date following the commencement or announcement of a tender offer or exchange offer; (iii) determining that a person became an Acquiring Person inadvertently; (iv) redeeming of the Rights; (v) exchanging the Rights for Common Stock; (vi) valuing certain securities or assets other than the Common Stock and Preferred Stock; and (vii) amending or supplementing the Rights Agreement.