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

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, to amend the Agreement or to extend the Distribution Date). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing DirectorsDirectors and only if the Continuing Directors constitute a majority of the number of directors then in office) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing DirectorsDirectors and only if the Continuing Directors constitute a majority of the number of directors then in office) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause CLAUSE (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other partiesPersons, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing Directors) will Directors and only if the Continuing Directors constitute a majority of the number of directors then in office), shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing Directors) Directors and only if the Continuing Directors constitute a majority of the number of directors then in office), in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, to amend the Agreement or to extend the Distribution Date). All such actions, calculations, interpretations and determinations (including, for purposes of clause CLAUSE (yY) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the this Agreement or and any determination as to extend the Distribution Datewhether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Independent Directors) will or the Independent Directors, as the case may be, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Independent Directors) the Independent Directors, as the case may be, 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 (ai) interpret the provisions of this Agreement, and (bii) 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, to declare that a Person is an Adverse Person, to amend the Agreement or to extend limit the Distribution DateSubstitute Consideration or Spread payable). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Independent Directors) or the Independent Directors, as the case may be, in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Independent Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Class A Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Class A Common Stock of which any Person is the Beneficial Owner, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause CLAUSE (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, to amend the Agreement or to extend the Distribution Date). All such actions, calculations, interpretations and determinations (including, for purposes of clause CLAUSE (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing Directors) will 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 (withBoard, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not to redeem the Rights, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights Certificates and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, parties and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of Continuing Directors in office at the Continuing Directorstime) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of the Continuing DirectorsDirectors in office at the time) 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 (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend or supplement the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of the Continuing DirectorsDirectors in office at the time) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (withor, where specifically provided for in this Agreementherein, the concurrence a majority of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing 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 (ai) interpret the provisions of this Agreement, Agreement and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or exchange or not to redeem or exchange the Rights, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (withor, where specifically provided for in this Agreementafter any Person has become an Acquiring Person, the concurrence by a majority of the Continuing Directors) in good faith, will faith shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors of the Company or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, will 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 AgreementRegulations. The Board of Directors of the Company (withand, where specifically provided for in this Agreementherein, with the concurrence of the Continuing DirectorsDirectors then in office) will shall have the exclusive power and authority to administer this Agreement and to exercise all of a majority of rights and powers specifically granted to the Board of Directors Board, or the Company (withor, where specifically provided for in this Agreementherein, with the concurrence of a majority of the Continuing Directors) or to the CompanyDirectors then in office), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (withor, where specifically provided for in this Agreementherein, with the concurrence of a majority of the Continuing DirectorsDirectors then in office) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights Certificates and all other parties, parties and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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 Ownerowner, will 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 Agreementhereof. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution Datethis Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights. The Board (with the concurrence of a majority of the Continuing Directors) shall be authorized to appoint a Committee and delegate to it the authority to exercise the power and authority of the Board and of the Continuing Directors under this Agreement.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing DirectorsDirectors and only if the Continuing Directors constitute a majority of the number of directors then in office) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreement, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of a majority of the Continuing DirectorsDirectors and only if the Continuing Directors constitute a majority of the number of directors then in office) in good faith, will faith shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, parties and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, parties and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors or Outside Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors or Outside Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, including without limitation, limitation a determination to redeem or not redeem the Rights, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors or Outside Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors any director to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, will shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(il3d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (withand, where specifically provided for in this Agreementherein, the concurrence a majority of the Continuing Directorsmembers of the Board of Directors then in office) will 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 Board, or the Company (withor, where specifically provided for in this Agreementherein, the concurrence a majority of the Continuing Directors) or to members of the CompanyBoard of Directors then in office), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (withor, where specifically provided for in this Agreementherein, the concurrence by a majority of the Continuing Directorsmembers of the Board of Director then in office) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights Certificates and all other parties, parties and (y) not subject the members of the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will 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. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will 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 board (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret the provisions of this Agreement, and (b) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yi) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors board (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) in good faith, will (x) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.shall:

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, will shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (withand, where specifically provided for in this Agreementherein, the concurrence a majority of the Continuing Directorsmembers of the Board of Directors then in office) will 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 Board, or the Company (withor, where specifically provided for in this Agreementherein, the concurrence a majority of the Continuing Directors) or to members of the CompanyBoard of Directors then in office), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, Agreement and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (withor, where specifically provided for in this Agreementherein, the concurrence by a majority of the Continuing Directorsmembers of the Board of Director then in office) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights Certificates and all other parties, parties and (y) not subject the members of the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations 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, will shall be made in accordance with the provisions of the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, to declare that a Person is an Adverse Person or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing DirectorsDirectors ) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or of the Company, the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of 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, will 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 AgreementAct. The Board of Directors of the Company Corporation (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, the concurrence of the Continuing Directors) or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for in this Agreementfore herein, the concurrence of the Continuing Directors) in good faith, will shall (x) be final, conclusive, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, will 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 AgreementAct. The Board of Directors of the Company (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of Continuing Directors in office at the Continuing Directorstime) will shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of the Continuing DirectorsDirectors in office at the time) 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 (ai) interpret the provisions of this Agreement, and (bii) 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, Rights or to amend or supplement the Agreement or to extend the Distribution DateAgreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for in this Agreementherein, with the concurrence of at least a majority of the Continuing DirectorsDirectors in office at the time) in good faith, will shall (x) be final, conclusive, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, Rights and all other parties, and (y) not subject the Board of Directors or the Continuing Directors to any liability to the holders of the Rights.. __________________________________________________________________________________________________________________________________________