Common use of Execution, Authentication, Delivery and Dating of Rights Certificates Clause in Contracts

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairman, its President and Chief Executive Officer, its Chief Financial Officer and any director of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bid. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproduced. Rights Certificates bearing the manual or mechanically reproduced signatures of individuals holding the above offices of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation Company by any two of its Chairman, its President and Chief Executive Officer, its Chief Financial Officer and any a director or authorized signatory of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over BidCompany. The signature of any of these officers a director or directors authorized signatory on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officer or director of the Corporation Company shall bind the CorporationCompany, notwithstanding that such individuals or any of them have ceased to hold such offices position prior to the countersignature and delivery of such Rights Certificates. (b) . Promptly after the Corporation learns of the Separation Time, the Corporation Company will notify the Rights Agent in writing of such Separation Time (and if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following) and will deliver Rights Certificates executed by the Corporation Company to the Rights Agent for countersignature, and, subject to Sections 2.3(c) and 3.1(b), the Rights Agent shall manually or by facsimile countersign (manually in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) Section 2.3(c). Until the written notice provided for in this Section 2.6 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred. No Rights Certificate shall be valid for any purpose until unless manually or by facsimile countersigned by the Rights Agent. In case any authorized signatory of the Rights Agent who has countersigned any of the Rights Certificates ceases to be an authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as aforesaidthough the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Rights Certificate, is properly authorized to countersign such Rights Certificate, although at the date of the execution of this Agreement any such person was not so authorized. (cb) Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two the Chairman of its Chairmanthe Board, its President and President, Chief Executive Officer, its Chief Financial Officer and Officer, any director Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation, provided that none or such other Person as may be authorized by or on behalf of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidthe Corporation. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices persons so authorized by or on behalf of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such their offices in connection with the Corporation prior to the countersignature and delivery of such Rights Certificates. (b) . Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver copies of a disclosure statement describing the Rights and Rights Certificates executed by or on behalf of the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver mail such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(csubsection 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (cb) Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairmanthe Chairman of the Board, its President and the Chief Executive Officer, its the President or any Vice-President, together with any other of such persons or together with any one of the Secretary, the Executive Vice-Chairman, Chief Financial Officer and Officer, the Treasurer, any director Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidwhich shall be reproduced thereon. The signature of any of these the officers or directors of the Corporation on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time Time, via written notice, and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) subsection 3.1(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature the counter signature thereof. (d) As a condition to the issuance of Common Shares (or any other Voting Shares) upon the exercise of Rights, the Rights Agent or the Corporation may in its sole discretion require the registered holder of the Rights to complete and submit a duly executed declaration with respect to whether the beneficial owner of the Rights being exercised is a Non-Canadian and/or a Non-Canadian Carrier, and for such purposes:

Execution, Authentication, Delivery and Dating of Rights Certificates. Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system, or alternatively, if the Corporation determines to issue Rights Certificates, by the following procedures. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairman, its President and Chief Executive Officer, its Chief Financial Officer and any director directors or officers of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bid. The signature of any of these directors or officers or directors on the Rights Certificates may be manual or mechanically or electronically reproduced. Rights Certificates bearing the manual or mechanically or electronically reproduced signatures of individuals holding who were at any time the above offices proper officers or directors of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to either before or after the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver the Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually in a manner satisfactory to the Corporation) and deliver send such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(cSection 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairmanthe Chairman of the Board, its the President and Chief Executive Officeror any Vice-President (including any Senior Vice-President), its Chief Financial Officer and together with any director other of such persons or together with any one of the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidwhich shall be reproduced thereon. The signature of any of these the officers or directors of the Corporation on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent in writing of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignaturecountersignature and disclosure statements describing the Rights, and the Rights Agent shall countersign (manually in a manner satisfactory to the Corporation) Corporation countersign and deliver mail such Rights Certificates and disclosure statements to the holders of the Rights pursuant to Subsection 2.02(c) subsection 3.1(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of the countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. ‌ (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairmanthe Chairman of the Board, its President and the Chief Executive Officer, its the President or any Vice-President, together with any other of such persons or together with any one of the Secretary, the Executive Vice-Chairman, Chief Financial Officer and Officer, the Treasurer, any director Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidwhich shall be reproduced thereon. The signature of any of these the officers or directors of the Corporation on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time Time, via written notice, and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) subsection 3.1(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature the counter signature thereof. (d) As a condition to the issuance of Common Shares (or any other Voting Shares) upon the exercise of Rights, the Rights Agent or the Corporation may in its sole discretion require the registered holder of the Rights to complete and submit a duly executed declaration with respect to whether the beneficial owner of the Rights being exercised is a Non-Canadian and/or a Non-Canadian Carrier, and for such purposes:

Execution, Authentication, Delivery and Dating of Rights Certificates. Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system, or alternatively, if TransAlta determines to issue Right Certificates, by the following procedures: (a) The Rights Certificates shall be executed on behalf of TransAlta by its Chairman of the Corporation by Board, President or any two of its ChairmanVice Presidents and by its Secretary or one of its Assistant Secretaries under the corporate seal of TransAlta reproduced thereonChair, its President and the President, the Chief Executive Officer, its the Chief Financial Officer and or any director Vice Presidents, together with any other of such Persons or together with any one of the Corporation, provided that none of such officer Secretary or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidthe Treasurer. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation TransAlta shall bind the CorporationTransAlta, notwithstanding that such individuals or any of them have ceased to hold such offices prior to either before or after the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation TransAlta learns of the Separation Time, the Corporation TransAlta will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation TransAlta to the Rights Agent for countersignature, and the Rights Agent shall manually countersign (manually or by facsimile in a manner satisfactory to the CorporationTransAlta) and deliver send such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c2.2(c2.2(d) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. ‌ (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairmanthe Chairman of the Board, its President and the Chief Executive Officer, its the President or any Vice-President, together with any other of such persons or together with any one of the Secretary, the Executive Vice-Chairman, Chief Financial Officer and Officer, the Treasurer, any director Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidwhich shall be reproduced thereon. The signature of any of these the officers or directors of the Corporation on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time Time, via written notice, and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) subsection 3.1(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature the counter signature thereof. (d) As a condition to the issuance of Common Shares (or any other Voting Shares) upon the exercise of Rights, the Rights Agent or the Corporation may in its sole discretion require the registered holder of the Rights to complete and submit a duly executed declaration with respect to whether the beneficial owner of the Rights being exercised is not a Canadian and for such purposes:

Execution, Authentication, Delivery and Dating of Rights Certificates. Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system or, alternatively, if the Corporation determines to issue Rights Certificates, by the following procedures: (a) The Tthe Rights Certificates shall be executed on behalf of the Corporation by any two of its ChairmanChairman of the Board, its President and Chief Executive Officer, its Officer or Chief Financial Officer and any director of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over BidOfficer. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding who were at any time the above offices proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to either before or after the countersignature and delivery of such Rights Certificates.; (b) Promptly Ppromptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver send such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.; and (c) Each Eeach Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairman, its President and Chief Executive Officer, its Chief Financial Officer and any director of the CorporationOfficer, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bidunder its corporate seal reproduced thereon attested by its Secretary. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproducedfacsimile. Rights Certificates bearing the manual or mechanically reproduced facsimile signatures of individuals holding the above offices of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) . Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent in writing of such Separation Time and will deliver Rights Certificates executed by the Corporation Corporation, and disclosure statements describing the Rights, to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and deliver mail such Rights Certificates Certificates, and disclosure statements describing the Rights, to the holders of the Rights pursuant to Subsection 2.02(c) 2.2(c). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) . Each Rights Certificate shall be dated the date of countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its Chairmanpresident, its President and Chief Executive Officerchief executive officer, its Chief Financial Officer chief financial officer and any director of the Corporation, provided that none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bid. The signature of any of these officers or directors on the Rights Certificates may be manual or mechanically reproduced. Rights Certificates bearing the manual or mechanically reproduced signatures of individuals holding the above offices of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. (b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually in a manner satisfactory to the Corporation) and deliver such Rights Certificates to the holders of the Rights pursuant to Subsection 2.02(c) No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid. (c) Each Rights Certificate shall be dated the date of countersignature thereof.