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 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 (i) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 4 contracts
Samples: Rights Agreement (Malan Realty Investors Inc), Rights Agreement (Malan Realty Investors Inc), Agreement (Macerich Co)
Determinations and Actions by the Board of Directors. The (a) Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 4 contracts
Samples: Rights Agreement (Computer Software Innovations, Inc.), Rights Agreement (Illumina Inc), Rights Agreement (Central European Distribution Corp)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Casino America Inc), Rights Agreement (Nicor Inc), Rights Agreement (Nicor Inc)
Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power and authority to administer and amend this Agreement and to exercise 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 (ia) to interpret the provisions of this Agreement, Agreement and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to terminate or redeem or not to terminate or redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) belowthe balance of this sentence, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties, parties and (y) shall not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 4 contracts
Samples: Shareholder Rights Plan Agreement (Petaquilla Minerals LTD), Shareholder Rights Plan Agreement (Canarc Resource Corp), Shareholder Rights Plan Agreement (Polymet Mining Corp)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Brunswick Corp), Rights Agreement (Brunswick Corp), Rights Agreement (Burlington Northern Santa Fe Corp)
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 all 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) 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) which that 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, Company and the holders of the Rights and all other partiesRights, as such, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 3 contracts
Samples: Rights Agreement (Birmingham Steel Corp), Rights Agreement (Birmingham Steel Corp), Rights Agreement (Southern Energy Homes Inc)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.Right Certificates. * * * * *
Appears in 3 contracts
Samples: Rights Agreement (Ace LTD), Rights Agreement (Gatx Corp), Rights Agreement (Ace LTD)
Determinations and Actions by the Board of Directors. The 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 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 (i) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 3 contracts
Samples: Rights Agreement, Rights Agreement (Ultimate Software Group Inc), Rights Agreement (Cnet Networks Inc)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Rights Agreement (Burlington Northern Santa Fe Corp)
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 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) 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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, parties and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Pacific Gateway Exchange Inc), Rights Agreement (Pacific Gateway Exchange Inc)
Determinations and Actions by the Board of Directors. The 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 all rights and powers specifically granted to the Board of Directors of the Company 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 (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. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted in good faith and will be fully protected and incur no liability in reliance thereon.
Appears in 2 contracts
Samples: Rights Agreement (Medifast Inc), Rights Agreement (Medifast Inc)
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 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 (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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Citizens Banking Corp), Rights Agreement (Citizens Banking Corp)
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 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) 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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRights or to any other person.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Discovery Laboratories Inc /De/), Shareholder Rights Agreement (Discovery Laboratories Inc /De/)
Determinations and Actions by the Board of Directors. The 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 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 (ia) to interpret the provisions of this Agreement, Agreement and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, parties and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Mines Management Inc), Rights Agreement (Capital Gold Corp)
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 all rights and powers specifically granted to the Board of Directors Trustees 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 (ia) to interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yb) belowabove, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company Trustees in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof Trustees to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Indymac Bancorp Inc), Rights Agreement (Indymac Bancorp Inc)
Determinations and Actions by the Board of Directors. The (a) Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and will be fully protected and incur no liability in reliance thereon.
Appears in 2 contracts
Samples: Rights Agreement (ProPhase Labs, Inc.), Rights Agreement (Aspen Insurance Holdings LTD)
Determinations and Actions by the Board of Directors. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, Corporation or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) to interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yb) belowabove, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates or to any other person.
Appears in 2 contracts
Samples: Section 16 (Security Capital Group Inc/), Rights Agreement (Security Capital Group Inc/)
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 all 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) 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 or not amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that 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 Rights, as such, and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled always to assume the Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Appears in 2 contracts
Samples: Rights Agreement (Hubbell Inc), Rights Agreement (Hubbell Inc)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Wintrust Financial Corp), Rights Agreement (First Oak Brook Bancshares Inc)
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 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, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or to not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 2 contracts
Samples: Rights Agreement (Farmers & Merchants Bancorp), Rights Agreement (Farmers & Merchants Bancorp)
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 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 (ia) to interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yb) belowabove, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc)
Determinations and Actions by the Board of Directors. The (a) Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent is always entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Appears in 2 contracts
Samples: Rights Agreement (Bryn Mawr Bank Corp), Rights Agreement (Bryn Mawr Bank Corp)
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 all 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) 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) which 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 Rights, as such, and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 1 contract
Samples: 4 Rights Agreement (Connecticut Water Service Inc / Ct)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 1 contract
Samples: Rights Agreement (Mastering Inc)
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 all 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) 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.)imitation, 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) which that 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, Company and the holders of the Rights and all other partiesRights, as such, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 1 contract
Determinations and Actions by the Board of Directors. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, Corporation or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) to interpret the provisions of this Agreement, and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yb) belowabove, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRight Certificates.
Appears in 1 contract
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 all 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) 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) which that 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, Company and the holders of the Rights and all other partiesRights, as such, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 1 contract
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 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, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent is entitled to always assume the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Appears in 1 contract
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 Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement, Rights Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actions, calculationsinterpretations, interpretations calculations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent shall be entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
Appears in 1 contract
Samples: Rights Agreement (Town Sports International Holdings Inc)
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.Right Certificates. [Signatures appear on the following page]
Appears in 1 contract
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 all rights and powers specifically granted to the Board of Directors or to the CompanyBoard, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) to interpret the provisions of this Agreement, Agreement and (ii) to make all determinations and computations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject any member of the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRights or to any other person.
Appears in 1 contract
Samples: Rights Agreement (Myrexis, Inc.)
Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power and authority to administer and amend this Agreement in accordance with the terms hereof and to exercise 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 (ia) to interpret the provisions of this Agreement, and Agreement (ii) including a determination to make all determinations deemed necessary terminate or advisable for not to terminate the administration of this AgreementRights or to amend the Agreement in accordance with the terms hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company Directors, in good faith faith, shall (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Certificates and all other parties, parties and (yii) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRights Certificates.
Appears in 1 contract
Samples: Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)
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 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, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Drug Emporium Inc)
Determinations and Actions by the Board of Directors. The 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 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 (i) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and will be fully protected and incur no liability in reliance thereon.
Appears in 1 contract
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 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) to interpret the provisions of this Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.Right Certificates. [Signatures appear on the following page]
Appears in 1 contract
Determinations and Actions by the Board of Directors. The Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise 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 Rights Agreement, including, without limitation, the right and power (i) to interpret the provisions of this Rights Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Rights Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the Rights.
Appears in 1 contract
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 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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that 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 Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRights Certificates.
Appears in 1 contract
Samples: Rights Agreement (Dyax Corp)
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 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 a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which that 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 Certificates and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability to the holders of the RightsRights Certificates.
Appears in 1 contract
