Common use of Determination and Actions by the Board of Directors, etc Clause in Contracts

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Corporation 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 of Directors of the Company or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitationbut not limited to, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith, faith shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates Rights and all other Persons, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights. The Rights Agent is entitled to always assume that the Board of Directors of the Company acted in good faith and shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3thereon.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors, or the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Rights Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(1)(I) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Rights Certificates and all other Personsparties unless the Board of Directors specifically states that such action, calculations, interpretation or determination is not final, conclusive and binding, and (y) not subject the Board of Directors to any liability to the holders of the Right Rights Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Corporation, or the Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Corporation in good faith (and the Rights Agent shall be able to assume that the Board of Directors of the Corporation acted in such good faith), shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Corporation, or the Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Corporation in good faith (and the Rights Agent shall be able to assume that the Board of Directors of the Corporation acted in such good faith), shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of is entitled always to assume the Corporation's Board of Directors with respect to actions done or made acted in connection with such calculation. Nothing good faith and shall be fully protected and incur no liability in Section 15 hereof is intended to modify or limit this Section 25.3reliance thereon.

Determination and Actions by the Board of Directors, etc. The -------------------------------------------------------- Board of Directors of the Corporation 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 CorporationCompany, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. The Rights Agent may also assume the Board of Directors acted in good faith. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3. 25.4.

Determination and Actions by the Board of Directors, etc. The -------------------------------------------------------- Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Corporation, or the Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Corporation in good faith (and the Rights Agent shall be able to assume that the Board of Directors of the Corporation acted in such good faith), shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors or any of the Directors of the Corporation to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 of Directors or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof, or exchange the Rights pursuant to Section 24 hereof, or to supplement or amend the Agreement and a determination as to whether any proposed supplement or amendment adversely affects the interests of the holders of Right CertificatesCertificates and comports with the requirements of Section 27 hereof or to find or to announce publicly that any Person has become an Acquiring Person or is a Qualifying Investor). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, including for purposes purpose of clause (y) 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 (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (y) not subject the Board of Directors of the Company or any director to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3Rights.

Determination and Actions by the Board of Directors, etc. The -------------------------------------------------------- Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation Company (where specifically provided for herein, acting by at least a majority of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard (where specifically provided for herein, acting by at least a majority of the Outside Directors) or to the CorporationCompany (where specifically provided for herein, acting by at least a majority of the Outside Directors), 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (where specifically provided for herein, acting by at least a majority of the Outside Directors) in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights. The Rights Agent Nothing contained herein shall be fully protected and shall incur no liability for construed to suggest or in respect of its reliance on imply that the good faith of the Corporation's Board of Directors of the Company shall not be entitled to reject any Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to actions done any Qualified Offer or made any other tender offer or other acquisition proposal that the Board of Directors of the Company believes is necessary or appropriate in connection with the exercise of such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3fiduciary duty.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation (subject to any other specific provision of this Agreement requiring the approval 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 Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAgreement (except as provided in Section 1(d)). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board of Directors to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. The Rights Agent may also assume the Board of Directors acted in good faith. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Corporation, or the Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Corporation in good faith (and the Rights Agent shall be able to assume that the Board of Directors of the Corporation acted in such good faith), shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.329.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof or to supplement or amend the Agreement and whether any proposed supplement or amendment adversely affects the interests of the holders of Right Certificates). For all Certificates and comports with the requirements of Section 27 hereof, or to approve any tender offer or exchange offer for 40 44 purposes of this Agreement, the definition of "Approved Offer," or to determine whether any calculation acquisition of the number beneficial ownership of shares of Common Stock is inadvertent within the meaning of the definition of "Acquiring Person," or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock to find or any other securities of which to announce publicly that any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreementhas become an Acquiring Person). All such actions, calculations, interpretations and determinations (including, including for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board of Directors or any director to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Corporation, or the Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the this Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Corporation in good faith (and the Rights Agent shall be able to assume that the Board of Directors of the Corporation acted in such good faith), shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors of the Corporation to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 of Directors or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof or to supplement or amend the Agreement and whether any proposed supplement or amendment adversely affects the interests of the holders of Right CertificatesCertificates and comports with the requirements of Section 27 hereof or to find or to announce publicly that any Person has become an Acquiring Person). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, including for purposes purpose of clause (y) 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 (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board of Directors or any director to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board of Directors or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof or to sup plement or amend the Agreement and whether any proposed supplement or amendment adversely affects the interests of the holders of Right Certificates). For all Certificates and comports with the requirements of Section 27 hereof, or to approve any tender offer or exchange offer for purposes of this Agreement, the definition of "Approved Offer," or to determine whether any calculation acquisition of the number beneficial ownership of shares of Common Stock is inadvertent within the meaning of the definition of "Acquiring Person," or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock to find or any other securities of which to announce publicly that any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreementhas become an Acquiring Person). All such actions, calculations, interpretations and determinations (including, including for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board of Directors or any director to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Corporation Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, Board or to the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right CertificatesAgreement). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates Rights and all other Persons, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right CertificatesRights. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors of the Company with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.329.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of is entitled to always assume the Corporation's Board of Directors with respect to actions done or made acted in connection with such calculation. Nothing good faith and shall be fully protected and incur no liability in Section 15 hereof is intended to modify or limit this Section 25.3reliance thereon.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of 28 determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (xi) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Persons, and (yii) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Rights Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Rights Agreement. The Board (and any duly authorized committee thereof) shall have the exclusive power and authority to administer this Rights 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 Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement, and (ii) make all determinations or judgments deemed necessary or advisable for the administration of this Rights Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Rights Agreement) or otherwise contemplated by this Rights Agreement. All such actions, calculations, interpretations interpretations, judgments and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or any duly authorized committee thereof) in good faith, shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates Rights and all other Personsparties, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent is entitled always to assume the Board (or any committee) acted in good faith and shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3thereon.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the BoardBoard of Directors of the Company, or the CorporationCompany, 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, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faithfaith (and the Rights Agent shall be able to assume that the Board of Directors of the Company acted in such good faith and shall be fully protected and incur no liability in reliance thereon), shall (x) be final, conclusive and binding on the CorporationCompany, the Rights Agent, the holders of the Right Certificates and all other Persons, and (y) not subject the Board of Directors of the Company to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.

Determination and Actions by the Board of Directors, etc. The Board of Directors of the Corporation 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 Corporation, 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, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Corporation, the Rights Agent, the holders of the Right Certificates and all other Personsparties, and (y) not subject the Board to any liability to the holders of the Right Certificates. The Rights Agent shall be fully protected and shall incur no liability for or in respect of its reliance on the good faith of the Corporation's Board of Directors with respect to actions done or made in connection with such calculation. Nothing in Section 15 hereof is intended to modify or limit this Section 25.3.