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 Company by the Chairman of the Board of Directors and by the Secretary of the Board of Directors or another member of the Board of Directors. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. Promptly after the Separation Time, the 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 Company to the Rights Agent for countersignature, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall manually or electronically countersign and deliver such Rights Certificates to the holders of the Rights pursuant to Section 2.2(c). Until the written notice provided for in this Section 2.5 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 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 though the individual 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 individual 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 individual was not so authorized. (b) Each Rights Certificate shall be dated the date of the countersignature thereof.

Execution, Authentication, Delivery and Dating of Rights Certificates. Rights will be evidenced, in the case of Rights in Book Entry Form (asubject to the capability of the Rights Agent to accommodate Book Entry Form), by a statement issued under the Rights Agent’s direct registration system or, alternatively, if the REIT determines to issue Rights Certificates, by the following procedures: (1) The Rights Certificates shall be executed on behalf of the Company REIT by the Chairman any two trustees or officers of the Board of Directors and by the Secretary of the Board of Directors or another member of the Board of DirectorsREIT. The signature of any of these trustees or officers on the Rights Certificates may be manual or facsimilea facsimile or e-mail scanned copy. Rights Certificates bearing the manual or facsimile or e-mail scanned signatures of individuals who were at any time the proper trustees or officers of the Company REIT shall bind the CompanyREIT, 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. . (2) Promptly after the REIT learns of the Separation Time, the Company REIT 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 to the Rights Agent Rights Certificates executed by the Company to REIT for countersignature and a disclosure statement describing the Rights Agent for countersignatureRights, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall manually or electronically countersign (by manual signature in a manner satisfactory to the REIT) and deliver such Rights Certificates and disclosure statement to the holders of the Rights pursuant to Section 2.2(c). Until the written notice provided for in this Section 2.5 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurredSubsection 2.02(3) hereof. No Rights Certificate shall be valid for any purpose unless manually or by facsimile until 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 though the individual 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 individual 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 individual was not so authorizedaforesaid. (b3) Each Rights Certificate shall be dated the date of the countersignature thereof.

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 Chair, the Company by President, the Chairman Chief Executive Officer, the Chief Financial Officer or any Vice Presidents, together with any other of such Persons or together with any one of the Board of Directors and by Secretary or the Secretary of the Board of Directors or another member of the Board of DirectorsTreasurer. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company TransAlta shall bind the CompanyTransAlta, 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 TransAlta learns of the Separation Time, the Company TransAlta 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 Company TransAlta to the Rights Agent for countersignature, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall countersign (manually or electronically countersign by facsimile in a manner satisfactory to TransAlta) and deliver send such Rights Certificates to the holders of the Rights pursuant to Section 2.2(c). Until the written notice provided for in this Section 2.5 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurredSubsection 2.2(d) hereof. No Rights Certificate shall be valid for any purpose unless manually or by facsimile until 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 though the individual 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 individual 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 individual was not so authorizedaforesaid. (bc) Each Rights Certificate shall be dated the date of the countersignature thereof.

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 EIFH determines to issue Rights Certificates, by the following procedures: (a) The Rights Certificates shall be executed on behalf of the Company EIFH by the Chairman an authorized officer of the Board of Directors and by the Secretary of the Board of Directors or another member of the Board of Directors. its administrator, Enbridge Management Services Inc. The signature of any authorized officer of these officers Enbridge Management Services Inc. on the Rights Certificates may be manual or facsimileby a facsimile or email scanned copy. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Enbridge Management Services Inc. shall bind the CompanyEIFH, 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 EIFH learns of the Separation Time, the Company EIFH 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 Company EIFH to the Rights Agent for countersignature, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall countersign (manually or electronically countersign by a facsimile or email scanned signature in a manner satisfactory to EIFH) and deliver send such Rights Certificates to the holders of the Rights pursuant to Section Subsection 2.2(c). Until the written notice provided for in this Section 2.5 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred) hereof. No Rights Certificate shall be valid for any purpose unless manually or by facsimile until 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 though the individual 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 individual 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 individual was not so authorizedaforesaid. (bc) Each Rights Certificate shall be dated the date of the countersignature thereof.

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 Company Corporation by the its Chairman of the Board of Directors Board, President or any Vice-President and by its Corporate Secretary or any Assistant Secretary under the Secretary corporate seal of the Board of Directors or another member of the Board of DirectorsCorporation reproduced thereon. The signature of any of these officers on the Rights Certificates may be manual manual, facsimile or facsimileemail scanned copy. Rights Certificates bearing the manual manual, facsimile or facsimile email scanned signatures of individuals who were at any time the proper officers of the Company Corporation shall bind the CompanyCorporation, 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 Company Corporation 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 Company Corporation to the Rights Agent for countersignature, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall manually countersign (manually, or electronically countersign by a facsimile or email scanned signature in a manner satisfactory to the Corporation) and deliver send such Rights Certificates to the holders of the Rights pursuant to Section Subsection 2.2(c). Until the written notice provided for in this Section 2.5 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred) hereof. No Rights Certificate shall be valid for any purpose unless manually or by facsimile until 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 though the individual 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 individual 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 individual was not so authorizedaforesaid. (bc) Each Rights Certificate shall be dated the date of the countersignature thereof.

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 REIT determines to issue Rights Certificates, by the following procedures: (a1) The Rights Certificates shall be executed on behalf of the Company REIT by the Chairman any two trustees or officers of the Board of Directors and by the Secretary of the Board of Directors or another member of the Board of DirectorsREIT. The signature of any of these trustees or officers on the Rights Certificates may be manual or facsimilea facsimile or e-mail scanned copy. Rights Certificates bearing the manual or facsimile or e-mail scanned signatures of individuals who were at any time the proper trustees or officers of the Company REIT shall bind the CompanyREIT, 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. . (2) Promptly after the REIT learns of the Separation Time, the Company REIT 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 to the Rights Agent Rights Certificates executed by the Company to REIT for countersignature and a disclosure statement describing the Rights Agent for countersignatureRights, and, subject to Sections 2.2(c) and 3.1(b), the Rights Agent shall countersign (manually or electronically countersign by facsimile signature in a manner satisfactory to the REIT) and deliver such Rights Certificates and disclosure statement to the holders of the Rights pursuant to Section 2.2(c). Until the written notice provided for in this Section 2.5 is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurredSubsection 2.02(3) hereof. No Rights Certificate shall be valid for any purpose unless manually or by facsimile until 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 though the individual 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 individual 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 individual was not so authorizedaforesaid. (b3) Each Rights Certificate shall be dated the date of the countersignature thereof.