Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation is as set forth in the Prospectus under the caption “Description of Capital”. (ii) The Debentures conform in all material respects to the description thereof contained in the Prospectus and the U.S. Final Prospectus. (iii) The Debentures to be sold by the Corporation have been duly authorized for issuance and sale and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing Date, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation created by law or the Corporation. (v) The Debentures and the underlying Common Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Corporation’s articles or by-laws or any agreement or other instrument to which the Corporation is a party.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in each Applicable Prospectus under the captions “Consolidated Capitalization” and “Description of Share Capital” (other than for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) described in each Applicable Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus under the caption “Description of CapitalOption Plan”. ). The Treasury Shares (iiincluding the Additional Shares) The Debentures conform in all material respects to the description thereof contained in each Applicable Prospectus. All of the Prospectus issued and outstanding Treasury Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the U.S. Final Prospectus. (iii) outstanding common shares of the Company were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Treasury Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Offered Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Offered Shares created by law or the Corporation. (v) Company. The Debentures Treasury Shares and the underlying Common Additional Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a party.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the each Applicable Prospectus under the caption captions “Consolidated Capitalization” and “Description of Capitalthe Capital Structure”. (ii) . The Debentures Securities conform in all material respects to the description thereof contained in each Applicable Prospectus. None of the Prospectus and outstanding Common Shares of the U.S. Final Prospectus. (iii) Company were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures Unit Shares forming part of the Offered Units to be sold by the Corporation Company to the Underwriters have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Unit Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Unit Shares created by law or the Corporation. (v) Company. The Debentures Warrants have been duly authorized, and when executed and delivered by the Company on the First Closing Date or any Option Closing Date, will constitute valid and binding obligations of the Company enforceable in accordance with their terms. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, fully paid and non-assessable, and the underlying Common issuance of the Warrant Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Warrant Shares created by law or the Company. The Unit Shares and the Warrant Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a party.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation is as set forth in the Prospectus under the caption “"Description of Capital”". (ii) The Debentures Common Shares, Warrants and Compensation Warrants conform in all material respects to the description thereof contained in the Prospectus and the U.S. Final Prospectus. (iii) The Debentures Common Shares to be sold by the Corporation have been duly authorized for issuance and sale and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing Date, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures Common Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures Common Shares created by law or the Corporation. (iv) The Common Shares underlying the Debentures Warrants and the Compensation Warrants have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, Warrant Indenture and Compensation Warrant Certificates and when issued by the Corporation upon valid conversion of the Debentures Warrants and Compensation Warrants, and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation created by law or the Corporation. (v) The Debentures and the underlying Common Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Corporation’s articles or by-laws or any agreement or other instrument to which the Corporation is a party.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Prospectus under Final Prospectuses as of the caption “Description date specified therein and there have been no material changes to the share capital except for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) as described in the Final Prospectuses or upon the exercise of Capital”. (ii) outstanding options or warrants described in the Final Prospectuses. The Debentures Offered Shares conform in all material respects to the description thereof contained in the Prospectus General Disclosure Package and the U.S. Final Prospectus. Prospectuses. All of the issued and outstanding common shares in the capital of the Company (iiithe “Common Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company, except for the pre-emptive or participation rights in the GM Agreement and the Enbridge Agreement. The Debentures to be sold by the Corporation Treasury Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Treasury Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Treasury Shares created by law or the Corporation. (v) Company. The Debentures and the underlying Common Treasury Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a partyparty or by which the Company is bound.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Prospectus under Final Prospectuses as of the caption “Description date specified therein and there have been no material changes to the share capital except for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) as described in the Final Prospectuses or upon the exercise of Capital”. outstanding options or warrants described in the Final Prospectuses. The Shares (iiincluding the Additional Shares) The Debentures conform in all material respects to the description thereof contained in the Prospectus General Disclosure Package and the U.S. Final Prospectus. (iii) Prospectuses. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Offered Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Offered Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Additional Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Offered Shares and Additional Shares created by law or the Corporation. (v) Company. The Debentures Offered Shares and the underlying Common Additional Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a partyparty or by which the Company is bound.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Final Prospectus under as of the caption “Description date specified therein and there have been no material changes to the share capital except for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) as described in the Final Prospectus or upon the exercise of Capital”. (ii) outstanding options or warrants described in the Final Prospectus. The Debentures Offered Shares conform in all material respects to the description thereof contained in the Prospectus General Disclosure Package and the U.S. Final Prospectus. . All of the issued and outstanding common shares in the capital of the Company (iiithe “Common Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company, except for the pre-emptive or participation rights in the GM Agreement. The Debentures to be sold by the Corporation Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Offered Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Offered Shares created by law or the Corporation. (v) Company. The Debentures and the underlying Common Offered Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a partyparty or by which the Company is bound.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Prospectus under Final Prospectuses as of the caption “Description date specified therein and there have been no material changes to the share capital except for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) as described in the Final Prospectuses or upon the exercise of Capital”. (ii) outstanding options or warrants described in the Final Prospectuses. The Debentures Offered Securities conform in all material respects to the description thereof contained in the Prospectus General Disclosure Package and the U.S. Final Prospectus. Prospectuses. All of the issued and outstanding common shares in the capital of the Company (iiithe “Common Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Unit Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Unit Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Unit Shares created by law or the Corporation. (v) Company. The Debentures and the underlying Common Unit Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a partyparty or by which the Company is bound.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in each Applicable Prospectus under the captions “Consolidated Capitalization” and “Description of Securities Being Distributed” (other than for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) described in each Applicable Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus under the caption “Description of CapitalOptions and Warrants to Purchase Securities”. ). The Treasury Shares (iiincluding the Shares) The Debentures conform in all material respects to the description thereof contained in each Applicable Prospectus. All of the Prospectus issued and outstanding Treasury Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the U.S. Final Prospectus. (iii) outstanding Treasury Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Treasury Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Offered Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Offered Shares created by law or the Corporation. (v) Company. The Debentures Treasury Shares and the underlying Common Additional Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles charter or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a party.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Prospectus under General Disclosure Package and the caption “Description Final Prospectuses as of Capital”. the date specified therein and there have been no material changes to the share capital except for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (iias defined below) as described in the General Disclosure Package and the Final Prospectuses or upon the exercise of outstanding options or warrants described in the General Disclosure Package and the Final Prospectuses. The Debentures Offered Securities conform in all material respects to the description thereof contained in the Prospectus General Disclosure Package and the U.S. Final Prospectus. Prospectuses. All of the issued and outstanding common shares in the capital of the Company (iiithe “Common Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable United States and Canadian Securities Laws. None of the Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Unit Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Unit Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Unit Shares created by law or the Corporation. (v) Company. The Debentures and the underlying Common Unit Shares, when issued and delivered against payment therefor therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a partyparty or by which the Company is bound.

Capitalization and Other Share Capital Matters. (i) The authorized, issued and outstanding share capital of the Corporation Company is as set forth in the Prospectuses under the caption “Consolidated Capitalization” and as set forth in the Canadian Base Prospectus and U.S. Base Prospectus under the caption “Description of Share Capital”. . The Common Shares (iiincluding the Shares) The Debentures conform in all material respects to the description thereof contained in each Applicable Prospectus. All of the Prospectus issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable Canadian Securities Laws. None of the U.S. Final Prospectus. (iii) outstanding Common Shares were issued in violation of any pre-emptive rights, resale right, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. The Debentures to be sold by the Corporation Firm Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Corporation and authenticated by the Debenture Trustee in the manner required by the Indenture on the Closing DateCompany as provided herein, will be validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Corporation enforceable in accordance with their terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and the issuance and sale of the Debentures is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Debentures created by law or the Corporation. (iv) The Common Shares underlying the Debentures have been duly authorized and reserved for issuance pursuant to the terms of the Debentures, and when issued by the Corporation upon valid conversion of the Debentures and payment of the exercise price therefor, will be duly and validly issued, fully paid and non-assessable, and the issuance of the Common Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the securities of the Corporation Shares created by law or the Corporation. (v) Company, which rights have not been effectively waived or satisfied. The Debentures Firm Shares and the underlying Common Additional Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the CorporationCompany’s articles charter or by-laws bylaws or any agreement or other instrument to which the Corporation Company is a party.