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

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 this 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 in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of outstanding Common Shares 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 hereof. Except as otherwise specifically provided herein, the Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to 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 this Agreement). All such actions, calculations, interpretations 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) 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 the all rights and powers specifically granted to the Company's Board of 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 (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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 Company's Board of Directors in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, and (y) not subject the Company's Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including the purpose of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act, 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 the all rights and powers specifically granted to the Board of Directors or to the Company, Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) to interpret the provisions of this Agreement and (ii) to 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 this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith, faith shall (xi) be final, conclusive conclusive, and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (yii) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 as in effect on the date hereof. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors the Disinterested Directors) or to 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, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 (or, where specifically provided for herein, by the Disinterested Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors or any of the Disinterested Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, including without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and computations 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 this the Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the RightsRights or to any other person. The Rights Agent is shall always be entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Company Securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Company 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. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as suchRight Certificates, and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors in good faith, faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. The a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles of Incorporation or By-Laws which may hereafter be adopted, the Board of Directors of the Company shall have the exclusive power and authority to administer and interpret this Agreement and to exercise the 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all calculations and 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 pursuant to Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are shall be presumed to have been done or made by the Board of Directors of the Company in good faith, faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. The 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. Subject to any requirement of a Requisite Majority contained in this Agreement, the Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (ia) interpret the provisions of this Agreement 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 Rights, to amend the Agreement or to amend this Agreementextend 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 in good faith, shall will (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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. (a) 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. (a) 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.Certificate

Determinations and Actions by the Board of Directors. The For all purposes of this Agreement, any calculation of the number of shares of Company Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Company 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 Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, the Board of Directors of the Company (and, where specifically provided for herein, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany (or, where specifically provided for herein, the Continuing Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to 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 this Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Board, any member thereof or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The For all purposes of this Agreement, any calculation of the number of shares of any class or series of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of outstanding shares of Voting Stock of which any Person is the Beneficial Owner (or the particular percentage of total Voting Power of such outstanding shares of Voting Stock represented by shares of Voting 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 Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to 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 this Agreement). 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 in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.of

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For 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 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 shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

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, 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 Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors 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 (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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company 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, without limitation, a determination to redeem or not redeem the Rights or to amend this 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 of the Company in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's ’s Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. (a) 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, 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. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such 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. The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, 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 including any determination as to redeem or not redeem the whether particular Rights or to amend this Agreementshall have become void). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board Directors of Directors the Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.Certificates

Determinations and Actions by the Board of Directors. 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or considered advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations 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 in good faith, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board or any of Directors the directors on the Board to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The ---------------------------------------------------- Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 this the Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. 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 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. The Board of Directors shall will have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 including any determination as to redeem or not redeem the whether particular Rights or to amend this Agreementshall have become null and void and nontransferable). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors shall be done and/or made in good faith, faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, Persons for all purposes and (y) not subject the Board of Directors to any liability to any Person including, without limitation, the Rights Agent and the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificate and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of outstanding Common Shares of which any Person has Combined Ownership, 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 hereof. Except as otherwise specifically provided herein, the Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany hereunder, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to 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 this Agreement). All such actions, calculations, interpretations 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement and to exercise the all rights and powers specifically granted hereunder to the Board of 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 (i) interpret the provisions of this Agreement and (ii) to make all calculations and 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 or to amend this AgreementAgreement in accordance with the terms hereof). All such actions, calculations, interpretations calculations and determinations (including, for purposes of clause (y) paragraph ii. below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors Directors, in good faith, shall shall: (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, provided that no amendment to this Agreement shall be binding on the Rights Agent unless the Rights Agent shall have agreed in writing to such amendment; and (yii) not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable ad- visable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors in good faithfaith (which good faith may be assumed by the Rights Agent), shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other partiesPersons, and (yii) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

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, 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For ---------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of the Company 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 Exchange Act. The Board board of Directors directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board board of Directors 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 (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 this the Agreement). 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 board of Directors directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board board of Directors directors of the Company to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or considered advisable for the administration of this Agreement (including, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations 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 in good faith, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calcula- tion of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 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 this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificate and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.of

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of 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 to: (i) interpret the provisions of this Agreement Agreement; (ii) make the public announcement referred to under "Stock Acquisition Date" in section 1.1 hereof; and (iiiii) 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 or to amend this the Agreement). 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 Directors, in good faith, shall shall: (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights Certificates (including Rights which are void pursuant to the provisions hereof) and all other parties, ; and (y) not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights. The Rights Agent is entitled Certificates (including Rights which are void pursuant to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonprovisions hereof).

Determinations and Actions by the Board of Directors. (a) 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 Exchange Act Regulations. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, 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. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 provisions of Rule 13d- 3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany (or, as expressly provided, the Independent Directors), 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 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 this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes the purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (or, as provided for, by the Independent Directors) in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of 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 (i) interpret the provisions of this Agreement Agreement, (ii) make the public announcement referred to under "Stock Acquisition Date" in section 1.1 hereof and (iiiii) 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 or to amend this the Agreement). 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 Directors, in good faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, Rights Certificates (including Rights which are void pursuant to the provisions hereof) and all other parties, and (y) not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights. The Rights Agent is entitled Certificates (including Rights which are void pursuant to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonprovisions hereof).

Determinations and Actions by the Board of Directors. The Board of Directors of the Company (and, where specifically provided for herein, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCompany (or, where specifically provided for herein, the Continuing Directors), 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 this 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 of the Company (or, where specifically provided for herein, the Continuing Directors) in good faith, shall (x) be final, 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 Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Company Stock outstanding at any particular time, including, without limitation, for purposes of determining the particular percentage of such outstanding shares of Company 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 Exchange Act. The Board board of Directors directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board board of Directors 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 (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 this the Agreement). All such actions, calculations, interpretations and determinations (including, without limitation, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board board of Directors directors of the Company in good faith, shall faith (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, Persons and (y) shall not subject the Board board of Directors directors of the Company to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonor any other Persons.

Determinations and Actions by the Board of Directors. The Board of Directors of the Corporation shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Corporation 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 (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 this 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 of the Corporation in good faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights, as such, and all other parties, Persons and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the CompanyCorporation's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, including without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and computations 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 this the Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other partiesPersons, and (y) not subject any member of the Board of Directors to any liability to any Person, including the Rights Agent and the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and In administering this Agreement, and shall exercising the right and powers specifically granted to the Board of Directors and to the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board of Directors (or an authorized committee thereof) may consider any and all facts, circumstances or information that it deems to be fully protected and incur no liability in reliance thereonnecessary, useful or appropriate.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, 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 (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 this 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 of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) in good faith, shall (x) be final, 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 Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, and any determination of 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, but 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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule l3d-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 the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

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, 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faithBoard, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 as in effect on the date hereof. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) or to 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, without limitation, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 (or, where specifically provided for herein, by the Continuing Directors) in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors or any of the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. The (a) For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time and any determination of the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the Rules as in effect as of the date hereof. Subject to the provisions of paragraph (b) of this Section 29, the Board (where specifically provided for, with the concurrence of Directors the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board or the Company (where specifically provided for, with the concurrence of Directors or to the CompanyIndependent Directors), 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board (where specifically provided for, with the concurrence of Directors the Independent Directors), in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (yii) not subject the Board of or the Independent Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. (a) The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the Company, 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 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 this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors in good faithDirectors, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, and (yii) not subject the Board of Directors to any liability to the holders of the RightsRight Certificates. The Unless otherwise notified, the Rights Agent is shall always be entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and Rights Agent shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. The Board of Directors shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise the all rights and powers specifically granted hereunder to the Board of Directors or to the CompanyStrategic Management, 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, including a determination to redeem or not to redeem the Rights or to amend this the Agreement, in accordance with the terms hereof). All such actions, calculations, interpretations calculations 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 in good faith, shall (x) be final, conclusive and binding on the CompanyFund, the Rights Agent, the holders of the Rights, as such, and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights, or any other parties. The Rights Agent is entitled All actions and determinations (including all omissions with respect to always assume that the Company's foregoing) which are done or made by the Board of Directors, in good faith, shall not subject any member of the Board of Directors acted in good faith and in compliance with applicable law, to any liability whatsoever to the Company's Articles holders of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonthe Rights.

Determinations and Actions by the Board of Directors. etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 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 shall have the exclusive power and authority to administer this Agreement and to exercise the 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 (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, including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend this the 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Common Shares or the Rights. The Rights Agent is entitled always to always assume that the Company's ’s Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any 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 Rules under the Exchange Act as in effect on the date hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 this the Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other securities of the Company 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. The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, and any determination of 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 provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.”

Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors Board, or to the Company, or as may be necessary or advisable in connection with the administration of this Agreement, 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 Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common 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) that are done or made by the Board of Directors in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.the

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, 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 (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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 herein, the concurrence of the Continuing Directors) in good faith, shall (x) be final, 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 to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.the

Determinations and Actions by the Board of Directors. The a. Notwithstanding any provision to the contrary in any amendment to the Company's Articles of Incorporation or By-Laws which may hereafter be adopted, the Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all calculations and 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 pursuant to Section 24 hereof, to exchange or not to exchange the Rights pursuant to Section 25 hereof or to supplement or amend this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are shall be presumed to have been done or made by the Board of Directors of the Company in good faith, faith and shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). All such actions, calculations, interpretations and determinations (including, 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) 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 the all rights and powers specifically granted to the Company’s Board of 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 (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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 Company’s Board of Directors in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, and (y) not subject the Company’s Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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 as in effect on the date hereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 this the Agreement). 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 in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any recalculation 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 13-3(d) (l) (i), or any successor provision thereof, of the General Rules and Regulations under the Exchange Act. The Board (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors 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 (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, including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations interpretations, and determinations (including, for purposes of clause Subparagraph (y) below, all omissions with respect to the foregoing) that are done or made by the Board (with, where specifically provided for herein, the concurrence of Directors the Continuing Directors) in good faith, shall (x) be final, 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 or the Continuing Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. (a) 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 Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors 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 (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 this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificate 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. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

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 deter mining 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 Company shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject the Board or any of Directors the directors on the Board to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculations of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) 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 the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany or, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights Certificates and all other parties, parties and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time and any determination of the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the Rules as in effect as of the date hereof. The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise the 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, 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 this the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors Board, in good faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Right Certificates and all other parties, parties and (yii) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors. 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 the outstanding 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 Rules under the Exchange Act as in effect on the date hereof. The Board of Directors shall have has the exclusive power and authority to administer this Agreement and to exercise the 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, 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, including a determination to redeem or not redeem the Rights or to amend this the Agreement). 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 in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, and (y) not subject any member of the Board of Directors to any liability to the holders of the Rights. The Rights Agent is entitled or to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonany other person.

Determinations and Actions by the Board of Directors. The Board of Directors of the Company (and/or, as provided for in this Rights Agreement, the Disinterested Directors) shall have the exclusive power and authority to administer this Rights Agreement and to exercise the all rights and powers specifically granted to the Board of Directors or to the CompanyCompany (and/or, as provided for in this Rights Agreement, the Disinterested Directors) 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) to make conclusively 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 this Agreement). All such actionsacts, 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 and/or the Disinterested Directors, in good faith, faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, Agent and the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board of Directors or the Disinterested Directors to any liability to the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereonor any other party.

Determinations and Actions by the Board of Directors. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares 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. The Board of Directors shall of the Company will have the exclusive power and authority to administer this Agreement and to exercise the all rights and powers specifically granted to the Board of Directors of the Company 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 (including, without limitation, Section 27, this Section 33 and other provisions hereof relating to its powers or authority hereunder) and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a any determination contemplated by Section 1(a) or any determination as to redeem or not redeem the whether particular Rights or to amend this Agreementshall have become void). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions any omission with respect to any of the foregoing) that which are done or made by the Board of Directors of the Company in good faith, shall faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, Rights and all other parties, parties and (y) not subject the Board Directors of Directors the Company to any liability to any Person, including, without limitation, the Rights Agent and the holders of the Rights. The Rights Agent is entitled to always assume that the Company's Board of Directors acted in good faith and in compliance with applicable law, the Company's Articles of Incorporation and Bylaws as then in effect and this Agreement, and shall be fully protected and incur no liability in reliance thereon.