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

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Final Prospectuses as of 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 (as defined below) as described in the Final Prospectuses or upon the exercise of outstanding options or warrants described in the Final Prospectuses. The Shares (including the Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Package and the Final 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 Offered Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Shares created by law or the Company. The Offered Shares and Additional Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in each Applicable Prospectus under the Final Prospectuses as captions “Consolidated Capitalization” and “Description of the date specified therein and there have been no material changes to the share capital except Securities Being Distributed” (other than for subsequent issuances, if any, pursuant to the Company’s Equity Compensation Plans (as defined below) as described in the Final Prospectuses each Applicable Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus under the Final Prospectusescaption “Options and Warrants to Purchase Securities”). The Treasury Shares (including the Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Package and the Final Prospectuseseach Applicable Prospectus. All of the issued and outstanding Common 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 Common 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 Offered Treasury Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Shares created by law or the Company. The Offered Treasury Shares and Additional Shares, when issued and delivered against payment therefore therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles charter or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is boundparty.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Final Prospectuses as of 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 (as defined below) as described in the Final Prospectuses or upon the exercise of outstanding options or warrants described in the Final Prospectuses. The Shares (including the Additional Shares) Offered Securities conform in all material respects to the description thereof contained in the General Disclosure Package and the Final Prospectuses. All of the issued and outstanding common shares in the capital of the Company (the “Common Shares 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 Offered Shares and Additional Unit Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Unit Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Unit Shares created by law or the Company. The Offered Shares and Additional Unit Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Final Prospectuses Prospectus as of 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 (as defined below) as described in the Final Prospectuses Prospectus or upon the exercise of outstanding options or warrants described in the Final ProspectusesProspectus. The Offered Shares (including the Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Package and the Final ProspectusesProspectus. All of the issued and outstanding common shares in the capital of the Company (the “Common Shares 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 Offered Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Shares created by law or the Company. The Offered Shares and Additional Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the General Disclosure Package and the Final Prospectuses as of 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 (as 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 Shares (including the Additional Shares) Offered Securities conform in all material respects to the description thereof contained in the General Disclosure Package and the Final Prospectuses. All of the issued and outstanding common shares in the capital of the Company (the “Common Shares 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 Offered Shares and Additional Unit Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Unit Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Unit Shares created by law or the Company. The Offered Shares and Additional Unit Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Final Prospectuses as of 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 (as defined below) as described in the Final Prospectuses or upon the exercise of outstanding options or warrants described in the Final Prospectuses. The Offered Shares (including the Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Package and the Final Prospectuses. All of the issued and outstanding common shares in the capital of the Company (the “Common Shares 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 Offered Shares and Additional Treasury Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Treasury Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Treasury Shares created by law or the Company. The Offered Shares and Additional Treasury Shares, when issued and delivered against payment therefore as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Final Prospectuses under the caption “Consolidated Capitalization” and as of 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 (as defined below) as described set forth in the Final Prospectuses or upon Canadian Base Prospectus and U.S. Base Prospectus under the exercise caption “Description of outstanding options or warrants described in the Final ProspectusesShare Capital”. The Common Shares (including the Additional Shares) conform in all material respects to the description thereof contained in the General Disclosure Package and the Final Prospectuseseach Applicable Prospectus. 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 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 Offered Firm Shares and Additional Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company as provided herein, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares and Additional Shares is not subject to any pre-emptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares and Additional Shares created by law or the Company, which rights have not been effectively waived or satisfied. The Offered Firm Shares and Additional Shares, when issued and delivered against payment therefore therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s articles charter or bylaws or any agreement or other instrument to which the Company is a party or by which the Company is boundparty.