Common use of Authorization and Effectiveness Clause in Contracts

Authorization and Effectiveness. If the 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 Purchaser (or the Beneficial Purchaser) is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription 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, or, if the Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription 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, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the Beneficial Purchaser, if any, enforceable against the Purchaser and the Beneficial Purchaser, if any, 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 Purchaser’s or the Beneficial Purchaser’s, if any,constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, is a party or by which it is bound 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 Purchaser (or the Beneficial Purchaser) 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 Purchaser (or the Beneficial Purchaser) Subscriber is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and Subscriber is a valid and existing subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, thereof or, if the Purchaser (or the Beneficial Purchaser) Subscriber is a partnership, syndicate or other form of unincorporated organization, the Purchaser Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares 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 CompanyCorporation, this Subscription Agreement will constitute has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement contract of the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, Subscriber is subscribing on behalf of) enforceable against the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, 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 any of time or both, would constitute a default or breach ofthe Subscriber’s applicable constating documents, any of the Purchaser’s terms or provisions of any law applicable to the Beneficial Purchaser’s, if any,constating documents, by-laws Subscriber or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, Subscriber is a party or by which it is bound 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 anybound;

Authorization and Effectiveness. If the Purchaser (or the Beneficial Purchaser) 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 Purchaser (or the Beneficial Purchaser) Subscriber is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and Subscriber is a valid and existing subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, thereof or, if the Purchaser (or the Beneficial Purchaser) Subscriber is a partnership, syndicate or other form of unincorporated organization, the Purchaser Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares 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 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 CompanyCorporation, this Subscription Agreement will constitute has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement contract of the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, Subscriber is subscribing on behalf of) enforceable against the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, 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 any of time or both, would constitute a default or breach ofthe Subscriber’s applicable constating documents, any of the Purchaser’s terms or provisions of any law applicable to the Beneficial Purchaser’s, if any,constating documents, by-laws Subscriber or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, Subscriber is a party or by which it is bound 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 anybound;

Authorization and Effectiveness. If the Purchaser (or the any Beneficial Purchaser) 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 Purchaser (or the any Beneficial Purchaser) Purchaser is a corporationCompany, the Purchaser (or the such Beneficial Purchaser) Purchaser is duly incorporated and is a valid and existing corporation, has the necessary corporate power, capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Purchaser (or the any Beneficial Purchaser) Purchaser is a partnership, syndicate or other form of unincorporated organization, the Purchaser or such Beneficial Purchaser has the necessary legal power, capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the each Beneficial Purchaser, if any, enforceable against the Purchaser and the such Beneficial Purchaser, if any, Purchaser in accordance with its terms and will not result in a violation of, of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of, of any of the Purchaser’s or the any Beneficial Purchaser’s, if any,’s constating documents, by-laws or authorizing resolutions (if applicable), any agreement agreement, indenture or other document to which the Purchaser or the any Beneficial Purchaser, if any, Purchaser is a party or by which it is bound or any law applicable to the Purchaser or any Beneficial 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 any Beneficial Purchaser, if any;.

Authorization and Effectiveness. If the 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 Purchaser (or the Beneficial Purchaser) is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Purchased Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe and pay for the Shares 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, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the Beneficial Purchaser, if any, enforceable against the Purchaser and the Beneficial Purchaser, if any, 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 Purchaser’s or the Beneficial Purchaser’s, if any,, constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, is a party or by which it is bound or any law applicable to the Purchaser or any judgment, 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 Purchaser (or the any Beneficial Purchaser) 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 Purchaser (or the any Beneficial Purchaser) Purchaser is a corporationCompany, the Purchaser (or the such Beneficial Purchaser) Purchaser is duly incorporated and is a valid and existing corporation, has the necessary corporate power, capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Purchaser (or the any Beneficial Purchaser) Purchaser is a partnership, syndicate or other form of unincorporated organization, the Purchaser or such Beneficial Purchaser has the necessary legal power, capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Purchaser’s Securities and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the each Beneficial Purchaser, if any, enforceable against the Purchaser and the such Beneficial Purchaser, if any, Purchaser in accordance with its terms and will not result in a violation of, of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of, of any of the Purchaser’s or the any Beneficial Purchaser’s, if any,’s constating documents, by-laws or authorizing resolutions (if applicable), any agreement agreement, indenture or other document to which the Purchaser or the any Beneficial Purchaser, if any, Purchaser is a party or by which it is bound or any law applicable to the Purchaser or any Beneficial 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 any Beneficial Purchaser, if any;

Authorization and Effectiveness. If the 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 Purchaser (or the Beneficial Purchaser) is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription 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, or, if the Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription 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, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the Beneficial Purchaser, if any, Purchaser enforceable against the Purchaser and the Beneficial Purchaser, if any, Purchaser in accordance with its terms and will not result in a violation of, of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of, of any of the Purchaser’s or the Beneficial Purchaser’s, if any,’s constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, Purchaser is a party or by which it is bound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or the Beneficial Purchaser, if any, Purchaser or any decree, order, statute, rule or regulation applicable to the Purchaser or the Beneficial Purchaser, if any;

Authorization and Effectiveness. If the 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 Purchaser (or the Beneficial Purchaser) Subscriber is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and Subscriber is a valid and existing 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, to subscribe for the Shares ") and to observe and perform its covenants and obligations hereunder thereunder and has taken all necessary corporate action in respect thereof, or, if . If the Purchaser (or the Beneficial Purchaser) Subscriber is a partnership, syndicate or other form of unincorporated organization, the Purchaser Subscriber has the necessary legal capacity and authority to execute and deliver this the U.S. Subscription Agreement, to subscribe for the Shares Agreement and to observe and perform its covenants and obligations hereunder thereunder and has obtained all necessary approvals in respect thereof. If the Subscriber is a natural person, andhe or she has attained the age of 21 years and is legally competent to execute the U.S. Subscription Agreement and to take all actions required pursuant thereto. Whether the Subscriber is a natural person or a corporation, in any casepartnership or other entity, upon acceptance by the Company, this the Underwriters and the Placement Agents, the U.S. Subscription Agreement will constitute a legal, valid and binding agreement contract of the Purchaser Subscriber, and the Beneficial Purchaser, if anyany beneficial purchaser for whom it is purchasing, enforceable against the Purchaser Subscriber and the Beneficial Purchaser, if any, any such beneficial purchaser 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 terms or provisions of any law applicable to or the constating documents of, the Subscriber or create a state of facts whichany agreement, after noticewritten or oral, lapse of time or both, would constitute a default or breach of, any of the Purchaser’s or the Beneficial Purchaser’s, if any,constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, is Subscriber may be a party or by which it he or she is bound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or the Beneficial Purchaser, if anymay be bound; (b Residence. The Subscriber, or any decreebeneficial purchaser as to which the Subscriber exercises sole investment discretion and for whom it is purchasing, orderis a resident of the jurisdiction referred to under "Name and Address of Subscriber" on the first page of the U.S. Subscription Agreement, statute, rule which address is the residence or regulation applicable to place of business of the Purchaser Subscriber not created or used solely for the Beneficial Purchaser, if anypurpose of acquiring Offered Securities;

Authorization and Effectiveness. If the 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 Purchaser (or the Beneficial Purchaser) is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription 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, or, if the Purchaser (or the Beneficial Purchaser) is a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription 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, in any case, upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the Beneficial Purchaser, if any, enforceable against the Purchaser and the Beneficial Purchaser, if any, 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 Purchaser’s or the Beneficial Purchaser’s, if any,, constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, is a party or by which it is bound 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 Purchaser (or the Beneficial Purchaser) 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 Purchaser (or the Beneficial Purchaser) Subscriber is a corporation, the Purchaser (or the Beneficial Purchaser) Subscriber is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription 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, or, if the Purchaser (or the Beneficial Purchaser) Subscriber is a partnership, syndicate or other form of unincorporated organization, the Purchaser Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription 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, in any case, upon acceptance by the CompanyCorporation and the Selling Shareholders, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser and the Beneficial Purchaser, if any, Subscriber enforceable against the Purchaser and the Beneficial Purchaser, if any, Subscriber in accordance with its terms and will not result in a violation of, of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of, of any of the PurchaserSubscriber’s or the Beneficial Purchaser’s, if any,constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, Subscriber is a party or by which it the Subscriber is bound or any law applicable to the Purchaser Subscriber 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 anySubscriber;

Authorization and Effectiveness. If the Purchaser (or the Beneficial Purchaser) 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 Purchaser (or the Beneficial Purchaser) Subscriber is a corporation, the Purchaser (or the Beneficial Purchaser) is duly incorporated and Subscriber is a valid and existing subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, thereof or, if the Purchaser (or the Beneficial Purchaser) Subscriber is a partnership, syndicate or other form of unincorporated organization, the Purchaser Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares 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 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 CompanyCorporation, this Subscription Agreement will constitute has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement contract of the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, Subscriber is subscribing on behalf of) enforceable against the Purchaser Subscriber (and any beneficial purchaser whom the Beneficial Purchaser, if any, 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 any of time or both, would constitute a default or breach ofthe Subscriber's constating documents, any of the Purchaser’s terms or provisions of any law applicable to the Beneficial Purchaser’s, if any,constating documents, by-laws Subscriber or authorizing resolutions (if applicable), any agreement to which the Purchaser or the Beneficial Purchaser, if any, Subscriber is a party or by which it is bound 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 anybound;