Common use of Authorization and Effectiveness Clause in Contracts

Authorization and Effectiveness. If the Subscriber is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the Corporation, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding contract of the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) enforceable against the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms and will not result in a violation of any of the Subscriber’s applicable constating documents, any of the terms or provisions of any law applicable to the Subscriber or any agreement to which the Subscriber is a party or by which it is bound;

Authorization and Effectiveness. If the Subscriber Purchaser (or the Beneficial Purchaser) is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber Purchaser (or the Beneficial Purchaser) is a corporation, the Subscriber Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Shares and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Shares and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser, if any, enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser, if any, in accordance with its terms and will not result in a violation of, or create a state of any facts which, after notice, lapse of the Subscriber’s applicable constating documentstime or both, would constitute a default or breach of, any of the terms Purchaser’s or provisions of any law applicable to the Subscriber Beneficial Purchaser’s, if any,constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Subscriber Purchaser or the Beneficial Purchaser, if any, is a party or by which it is boundbound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or the Beneficial Purchaser, if any, or any decree, order, statute, rule or regulation applicable to the Purchaser or the Beneficial Purchaser, if any;

Authorization and Effectiveness. If the Subscriber Purchaser (or the Beneficial Purchaser) is an individual, it he or she is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its his or her covenants and obligations hereunder, or if the Subscriber Purchaser (or the Beneficial Purchaser) is a corporation, the Subscriber Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchased Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe and pay for the Purchased Securities and to observe and perform its covenants and obligations hereunder to complete the transactions contemplated by this Subscription Agreement, and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser, if any, enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser in accordance with its terms and will not result in a violation of, or create a state of any facts which, after notice, lapse of the Subscriber’s applicable constating documentstime or both, would constitute a default or breach of, any of the terms Purchaser’s or provisions of any law applicable to the Subscriber Beneficial Purchaser’s, if any, constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Subscriber Purchaser or the Beneficial Purchaser, if any, is a party or by which it is bound;bound or any law applicable to the Purchaser or the Beneficial Purchaser, if any, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or the Beneficial Purchaser, if any.

Authorization and Effectiveness. If the Subscriber is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Flow-Through Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the Corporation, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding contract of the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) enforceable against the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms and will not result in a violation of any of the Subscriber’s applicable constating documents, any of the terms or provisions of any law applicable to the Subscriber or any agreement to which the Subscriber is a party or by which it is bound;

Authorization and Effectiveness. If the Subscriber Purchaser or any Beneficial Purchaser is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder, or if the Subscriber Purchaser or any Beneficial Purchaser is a corporationCompany, the Subscriber Purchaser or such Beneficial Purchaser is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate power, capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser or any Beneficial Purchaser is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser or such Beneficial Purchaser has the necessary legal power, capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) each Beneficial Purchaser, if any, enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) such Beneficial Purchaser in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the SubscriberPurchaser’s applicable or any Beneficial Purchaser’s constating documents, by-laws or authorizing resolutions (if applicable), any of the terms agreement, indenture or provisions of any law applicable to the Subscriber or any agreement other document to which the Subscriber Purchaser or any Beneficial Purchaser is a party or by which it is bound;bound or any law applicable to the Purchaser or any Beneficial Purchaser or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or any Beneficial Purchaser.

Authorization and Effectiveness. If the Subscriber is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this the subscription agreement for U.S. Purchasers of Offered Securities (the "U.S. Subscription Agreement Agreement") and to observe and perform its covenants and obligations hereunder thereunder and has taken all necessary corporate action in respect thereof or, if thereof. If the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this the U.S. Subscription Agreement and to observe and perform its covenants and obligations hereunder thereunder and has obtained all necessary approvals in respect thereof, and, if . If the Subscriber is subscribing for Common Shares hereunder as agent for a principalnatural person, it he or she has attained the age of 21 years and is duly authorized legally competent to execute and deliver this the U.S. Subscription Agreement and to take all actions required pursuant thereto. Whether the Subscriber is a natural person or a corporation, partnership or other necessary documentation in connection with such subscription on behalf of such principal and, in any caseentity, upon acceptance by the CorporationCompany, this the Underwriters and the Placement Agents, the U.S. Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract of the Subscriber (Subscriber, and any beneficial purchaser for whom the Subscriber it is subscribing on behalf of) purchasing, enforceable against the Subscriber (and any such beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms terms. The entering into of the U.S. Subscription Agreement and the transactions contemplated thereby will not result in a the violation of any of the Subscriber’s applicable constating documents, any of the terms or provisions of any law applicable to or the constating documents of, the Subscriber or of any agreement agreement, written or oral, to which the Subscriber is may be a party or by which he or she is or may be bound; (b Residence. The Subscriber, or any beneficial purchaser as to which the Subscriber exercises sole investment discretion and for whom it is boundpurchasing, is a resident of the jurisdiction referred to under "Name and Address of Subscriber" on the first page of the U.S. Subscription Agreement, which address is the residence or place of business of the Subscriber not created or used solely for the purpose of acquiring Offered Securities;

Authorization and Effectiveness. If the Subscriber Purchaser (or the Beneficial Purchaser) is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber Purchaser (or the Beneficial Purchaser) is a corporation, the Subscriber Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Shares and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Shares and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser, if any, enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser, if any, in accordance with its terms and will not result in a violation of, or create a state of any facts which, after notice, lapse of the Subscriber’s applicable constating documentstime or both, would constitute a default or breach of, any of the terms Purchaser’s or provisions of any law applicable to the Subscriber Beneficial Purchaser’s, if any, constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Subscriber Purchaser or the Beneficial Purchaser, if any, is a party or by which it is boundbound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or the Beneficial Purchaser, if any, or any decree, order, statute, rule or regulation applicable to the Purchaser or the Beneficial Purchaser, if any;

Authorization and Effectiveness. If the Subscriber is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares Units hereunder as agent for a disclosed principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the Corporation, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding contract of the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) enforceable against the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms and will not result in a violation of any of the Subscriber’s applicable 's constating documents, any of the terms or provisions of any law applicable to the Subscriber or any agreement to which the Subscriber is a party or by which it is bound;

Authorization and Effectiveness. If the Subscriber is an individual, it he or she is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Subscriber’s Shares and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Subscriber’s Shares and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCorporation and the Selling Shareholders, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) enforceable against the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the Subscriber’s applicable constating documents, any of the terms by-laws or provisions of any law applicable to the Subscriber or authorizing resolutions (if applicable), any agreement to which the Subscriber is a party or by which it the Subscriber is boundbound or any law applicable to the Subscriber or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber;

Authorization and Effectiveness. If the Subscriber Purchaser or any Beneficial Purchaser is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder, or if the Subscriber Purchaser or any Beneficial Purchaser is a corporationCompany, the Subscriber Purchaser or such Beneficial Purchaser is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate power, capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser or any Beneficial Purchaser is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser or such Beneficial Purchaser has the necessary legal power, capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) each Beneficial Purchaser, if any, enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) such Beneficial Purchaser in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the SubscriberPurchaser’s applicable or any Beneficial Purchaser’s constating documents, by-laws or authorizing resolutions (if applicable), any of the terms agreement, indenture or provisions of any law applicable to the Subscriber or any agreement other document to which the Subscriber Purchaser or any Beneficial Purchaser is a party or by which it is boundbound or any law applicable to the Purchaser or any Beneficial Purchaser or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or any Beneficial Purchaser;

Authorization and Effectiveness. If the Subscriber Purchaser (or the Beneficial Purchaser) is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber Purchaser (or the Beneficial Purchaser) is a corporation, the Subscriber Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and subsisting existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the FT Shares and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof thereof, or, if the Subscriber Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Subscriber Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the FT Shares and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the CorporationCompany, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes will constitute a legal, valid and binding contract agreement of the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser enforceable against the Subscriber (Purchaser and any beneficial purchaser whom the Subscriber is subscribing on behalf of) Beneficial Purchaser in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the SubscriberPurchaser’s applicable or the Beneficial Purchaser’s constating documents, any of the terms by-laws or provisions of any law applicable to the Subscriber or authorizing resolutions (if applicable), any agreement to which the Subscriber Purchaser or the Beneficial Purchaser is a party or by which it is boundbound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or the Beneficial Purchaser or any decree, order, statute, rule or regulation applicable to the Purchaser or the Beneficial Purchaser;