Common use of Authority Relative to this Agreement and Related Matters Clause in Contracts

Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject, if required, to receipt of the Company Shareholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If required, the affirmative vote of the holders of a majority of the outstanding Common Shares in favor of approval of this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any capital stock of the Company or any Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or any other Takeover Laws will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.

Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject, if required, subject to receipt of the Company Shareholder Stockholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Shareholder Approval, if required, Stockholder Approval and the filing of the Articles Certificate of Merger in each case pursuant to the requirements of the OBCADGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If required, the The affirmative vote of the holders of a majority of the outstanding Common Shares in favor of approval of this the Merger Agreement (the “Company Shareholder Stockholder Approval”) is the only vote of the holders of any capital stock of the Company or any Company Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 Section 203 of the OBCA or any other Takeover Laws DGCL will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders stockholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 Section 203 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated herebyDGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.

Authority Relative to this Agreement and Related Matters. The Board of Directors of the Company (the "Board"), at a meeting duly called and held has (A) determined that the Merger Agreement and Merger are fair to, and in the best interests of, the Company and its shareholders, (B) adopted and approved this Agreement and the Merger, and (C) resolved to submit to the shareholders of the Company and recommend to the shareholders of the Company that they adopt and authorize the Merger Agreement , the Merger and, if legally required, the Distribution (collectively, the Merger, Distribution and Power Facility Sales and with the other transactions contemplated hereby and thereby, the "Transactions"). The Company has all necessary full corporate power and authority authority, subject to execute shareholder adoption and deliver authorization of with respect to the Merger Agreement, to enter into and perform this Agreement and the other agreements to be entered into in connection with this Agreement and the Transactions (subject, if required, to receipt of the Company Shareholder Approval"Transaction Agreements") to perform its obligations hereunder and to consummate the transactions contemplated herebywhich it is a party. The execution and delivery of this Agreement and each of the othe Transaction Agreements by the Company, Company and the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby their respective obligations hereunder and thereunder have been (or in the case of Transaction Agreements not yet entered into, will be) duly and validly authorized and approved by all requisite corporate action other than the Company Board and no other corporate proceedings on the part approval of the Company or any holders of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate at least two-thirds of the transactions contemplated hereby (other than, outstanding shares of Common Stock voting at the Meeting with respect to the MergerMerger and, if legally required, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA)Distribution. This Agreement has been and, when executed, each of the other Transaction Agreements will have been, duly and validly executed and delivered by duly authorized officers of the Company andand constitutes, assuming the due or will constitute when so executed and valid authorizationdelivered, execution and delivery of this Agreement by Parent and the Purchasera valid, constitutes a valid legal and binding obligation of the Company, Company or relevant Subsidiary enforceable against the Company it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If required, the The affirmative vote of the holders of a majority at least two-thirds of the outstanding shares of Common Shares in favor Stock voting at the Meeting with respect to the adoption and authorization of approval of this the Merger Agreement (the “Company Shareholder Approval”) is are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. None of the holders of shares of capital stock of the Company have the right to dissent or any Subsidiary demand appraisal of their shares under the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA NYBCL or any other Takeover Laws will not apply with respect to or otherwise as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part any of the shareholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this AgreementTransactions.

Authority Relative to this Agreement and Related Matters. The Company has all necessary corporate power and authority to execute and deliver this Agreement and (subject, if required, to receipt of the Company Shareholder Approval) to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If required, the affirmative vote of the holders of a majority of the outstanding Common Shares in favor of approval of this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any capital stock of the Company or any Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or any other Takeover Laws will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders of the Company or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.

Authority Relative to this Agreement and Related Matters. The Board of Directors of the Company (the "Board"), at a meeting duly called and held has (A) determined that the Agreement and Merger are fair to, and in the best interests of, the Company and its shareholders, including the Company Shareholders, (B) adopted and approved this Agreement, the Merger and the Distribution, and (C) resolved to submit to the shareholders of the Company and recommend to the shareholders of the Company that they adopt and authorize the Agreement and the Merger. The Company has all necessary full corporate power and authority authority, subject to execute shareholder adoption and deliver this Agreement and (subject, if requiredauthorization with respect to the Agreement, to receipt of enter into and perform this Agreement, and the Company Shareholder Approvalother agreements (the "Transaction Agreements") to perform its obligations hereunder be entered into in connection with this Agreement, the Merger and the Distribution to consummate the transactions contemplated herebywhich it is a party. The execution and delivery of this Agreement and each of the other Transaction Agreements by the Company, Company and the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby thereunder have been (or, in the case of Transaction Agreements not yet entered into, will be) duly and validly authorized and approved by all requisite corporate action other than the Company Board and no other corporate proceedings on the part approval of the Company or any holders of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate at least one-half of the transactions contemplated hereby (other than, outstanding shares of Common Stock voting at the Meeting with respect to the Merger, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA). This Agreement has been and, when executed, each of the other Transaction Agreements will have been, duly and validly executed and delivered by duly authorized officers of the Company andand each constitutes, assuming the due or will constitute when so executed and valid authorizationdelivered, execution and delivery of this Agreement by Parent and the Purchasera valid, constitutes a valid legal and binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that (i) such enforcement as enforceability may be subject to limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws, now or hereafter laws from time to time in effect, effect affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be broughtgenerally. If required, the The affirmative vote of the holders of a majority at least one-half of the outstanding shares of Common Shares in favor Stock voting at the Meeting with respect to the adoption and authorization of approval of this the Agreement (and the “Company Shareholder Approval”) is Merger are the only vote votes of the holders of any class or series of the Company's capital stock of the Company or any Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or any other Takeover Laws will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.

Authority Relative to this Agreement and Related Matters. The Board of Directors of the Company (the "Board"), at a meeting duly called and held has (A) determined that the Agreement and Merger are fair to, and in the best interests of, the Company and its shareholders, including the Company Shareholders, (B) adopted and approved this Agreement and the Merger, and (C) resolved to submit to the shareholders of the Company and recommend to the shareholders of the Company that they adopt and authorize the Agreement and the Merger. The Company has all necessary full corporate power and authority authority, subject to execute shareholder adoption and deliver authorization with respect to the Agreement, to enter into and perform this Agreement and the other agreements (subject, if required, to receipt of the Company Shareholder Approval"Transaction Agreements") to perform its obligations hereunder be entered into in connection with this Agreement and the Merger to consummate the transactions contemplated herebywhich it is a party. The execution and delivery of this Agreement and each of the other Transaction Agreements by the Company, Company and the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby thereunder have been (or, in the case of Transaction Agreements not yet entered into, will be) duly and validly authorized and approved by all requisite corporate action other than the Company Board and no other corporate proceedings on the part approval of the Company or any holders of its Subsidiaries are necessary to authorize or approve this Agreement or to consummate at least one-half of the transactions contemplated hereby (other than, outstanding shares of Common Stock voting at the Meeting with respect to the Merger, the Company Shareholder Approval, if required, and the filing of the Articles of Merger in each case pursuant to the requirements of the OBCA). This Agreement has been and, when executed, each of the other Transaction Agreements will have been, duly and validly executed and delivered by duly authorized officers of the Company andand each constitutes, assuming the due or will constitute when so executed and valid authorizationdelivered, execution and delivery of this Agreement by Parent and the Purchasera valid, constitutes a valid legal and binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that (i) such enforcement as enforceability may be subject to limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws, now or hereafter laws from time to time in effect, effect affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be broughtgenerally. If required, the The affirmative vote of the holders of a majority at least one-half of the outstanding shares of Common Shares in favor Stock voting at the Meeting with respect to the adoption and authorization of approval of this the Agreement (and the “Company Shareholder Approval”) is Merger are the only vote votes of the holders of any class or series of the Company's capital stock of the Company or any Subsidiary of the Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or any other Takeover Laws will not apply with respect to or as a result of the Offer, this Agreement or the transactions contemplated hereby, including the Merger, and that no further action on the part of the shareholders or the Company Board is required to effect such non-application of Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA or application of any other Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, this Agreement or the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the transactions contemplated by this Agreement.