Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) HAIDA GWAI has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of HAIDA GWAI (the "HAIDA GWAI Board") and no other corporate proceedings on the part of HAIDA GWAI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding HAIDA GWAI Shares. This Agreement has been duly and validly executed and delivered by HAIDA GWAI and constitutes a valid, legal and binding agreement of HAIDA GWAI, enforceable against HAIDA GWAI in accordance with its terms. (b) The HAIDA GWAI Board has resolved to recommend that the stockholders of HAIDA GWAI approve and adopt this Agreement, if such authorization is required by the CRS.