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

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

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

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

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

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Class A Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Class A Common Shares of the Company of which any Person is the Beneficial Owner, shall will be made in accordance with the provisions of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the or supplement this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing which foregoing) that are done or made by the Board) Board in good faith, shall will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (ii) not subject to the Board to any liability to the holders any holder of the Rights Certificatesany Right Certificate.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of the Company or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing which foregoing) that are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights Certificates and all other partiesRights, and (iiy) not subject to the Board to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of the Company or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not redeem or exchange 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 foregoing which foregoing) that are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights Certificates and all other partiesRights, and (iiy) not subject to the Board to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of the Company Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(i13D-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (iiy) not subject to the Board to any liability to the holders of the Rights Certificates.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of the Company Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(il3d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board of Directors of the Company in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties, and (iiy) not subject to the Board to any liability to the holders of the Rights Certificatesor to any other Person.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of the Company or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange ActAct as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (ia) interpret the provisions of this Agreement, and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights Certificates and all other partiesRights, and (iiy) not subject to the Board to any liability to the holders of the Rights CertificatesRights.

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of Common Shares of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of the Company or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (iiy) not subject to the Board to any liability to the holders of the Rights. The Rights CertificatesAgent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

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

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares of the Company Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of the Company Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions last sentence of Rule 13d-3(d)(l)(i13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board in good faith, shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (iiy) not subject to the Board to any liability to the holders of the Rights. The Rights CertificatesAgent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

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

Determination and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Shares Stock or any other class of the Company stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Shares of the Company Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose purposes of clause (iiy) below, all omissions with respect to the foregoing foregoing) which are done or made by the Board) Board of Directors in good faith, faith shall (ix) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other partiesPersons, and (iiy) not subject to the Board of Directors to any liability to the holders of the Rights CertificatesRights.