Form F-10 - Registration Statement Under The Securities Act Of 1933 Page 3

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from continuing operations of the successor Registrant, as measured based on pro forma combination of the participating
companies’ most recently completed fiscal years, each meet such public float requirement; and provided further, that in
the case of a business combination, such public float requirement shall be deemed satisfied in the case of a participating
company whose equity shares were the subject of an exchange offer that was registered or would have been eligible
for registration on Form F-8, Form F-9, Form F-10 or Form F-80, or a tender offer in connection with which Schedule
13E-4F or 14D-1F was filed or could have been filed, that terminated within the last 12 months, if the participating
company would have satisfied such public float requirement immediately prior to commencement of such exchange or
tender offer.
Instructions:
1. For purposes of this Form, “foreign private issuer” shall be construed in accordance with Rule 405 under the Securities
Act.
2.
For purposes of this Form, the “public float” of specified securities shall mean only such securities held by persons other
than affiliates of the issuer.
3. For purposes of this Form, “equity shares” shall mean common shares, non-voting equity shares and subordinate or
restricted voting equity shares, but shall not include preferred shares.
4. For purposes of this Form, the market value of outstanding equity shares (whether or not held by affiliates) shall be
computed by use of the price at which such shares were last sold, or the average of the bid and asked prices of such shares,
in the principal market for such shares as of a date within 60 days prior to the date of filing. If there is no market for any
of such securities, the book value of such securities computed as of the latest practicable date prior to the filing of this
Form shall be used for purposes of calculating the market value, unless the issuer of such securities is in bankruptcy or
receivership or has an accumulated capital deficit, in which case one-third of the principal amount, par value or stated
value of such securities shall be used.
D. In the case of an exchange offer, the issuer of the securities to be exchanged (the “subject securities”) for securities of the
Registrant shall be incorporated or organized under the laws of Canada or any Canadian province or territory and be a foreign
private issuer.
E. In the case of a business combination, each participating company shall be incorporated or organized under the laws of Canada
or any Canadian province or territory and be a foreign private issuer.
F.
In the case of an exchange offer, the securities to be registered on this Form shall be offered to U.S. holders upon terms and
conditions not less favorable than those offered to any other holder of the same class of subject securities.
G. In the case of a business combination, the securities to be registered on this Form shall be offered to U.S. holders upon terms
and conditions not less favorable than those offered to any other holder of the same class of such securities of the participating
company.
Instructions:
1. For purposes of exchange offers, the term “U.S. holder” shall mean any person whose address appears on the records
of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting
in a similar capacity on behalf of the issuer of the subject securities as being located in the United States.
2. For purposes of business combinations, the term “U.S. holder” shall mean any person whose address appears on the
records of a participating company, any voting trustee, any depositary, any share transfer agent or any person acting in
a similar capacity on behalf of a participating company as being located in the United States.
3. For purposes of this Form, the class of subject securities shall not include any securities that may be converted into or
are exchangeable for the subject securities.
H. With respect to registration of debt securities or preferred securities on this Form, if the Registrant is a majority-owned
subsidiary, it shall be deemed to meet the requirements of I.C.(3) and (4) above if the parent of the Registrant-subsidiary
meets the requirements of I.C. above and fully and unconditionally guarantees the securities being registered as to principal
and interest (if debt securities) or as to liquidation preference, redemption price and dividends (if preferred shares); provided,
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