Form F-3 - Registration Statement - 2011 (Page 3 of 13) in pdf

calendar months and that portion of a month) Rule 12b-25(b) (§240.12b-25(b) of this chapter) under the Exchange

Act with respect to a report or a portion of a report, that report or portion thereof has actually been filed within the

time period prescribed by the Rule.

3. Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of their last

fiscal year for which certifi ed financial statements of the registrant and its consolidated subsidiaries were included

in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund

installment on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed

money, or (ii) on any rental on one or more long term leases, which defaults in the aggregate are material to the

financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.

4. If the registrant is a successor registrant, it shall be deemed to have met conditions l, 2 and 3 above if: (a) its

predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing

the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the assets

and liabilities of the successor at the time of succession were substantially the same as those of the predecessor;

or (b) all predecessors met the conditions at the time of succession and the registrant has continued to do so since

the succession.

5. Majority-owned Subsidiaries. If a registrant is a majority-owned subsidiary, security offerings may be registered on

this Form if:

(i) the registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;

(ii) the parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction

Requirement B.2. (Offerings of Certain Debt or Preferred Securities) are met;

(iii) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction

Requirement, and provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X

(§210.3-10 of this chapter), of the payment obligations on the securities being registered, and the securities

being registered are non-convertible securities, other than common equity;

(iv) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction

Requirement, and the securities of the registrantsubsidiary being registered are full and unconditional

guarantees, as deﬁned in Rule 3-10 of Regulation S-X, of the payment obligations on the parent’s non-convertible securities,

other than common equity, being registered; or

(v) the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction

Requirement, and the securities of the registrantsubsidiary being registered are guarantees of the payment

obligations on the nonconvertible securities, other than common equity, being registered by another majorityowned subsid-

iary of the parent where the parent provides a full and unconditional guarantee, as deﬁned in Rule 3-10 of Regulation S-X, of

such non-convertible securities.

Note: In the situation described in paragraphs I.A.5(iii), I.A.5(iv), and I.A.5(v) above, the parent or majority-owned subsid-

iary guarantor is the issuer of a separate security consisting of the guarantee, which must be concurrently registered, but may

be registered on the same registration statement as are the guaranteed non-convertible securities. Both the parent or majority-

owned subsidiary shall each disclose the information required by this Form as if each were the only registrant except that if

the majority-owned subsidiary will not be eligible to ﬁle annual reports on Form 20-F or Form 40-F after the effective date of

the registration statement, then it shall disclose the information speciﬁed in Form S-3. Rule 3-10 of Regulation S-X speciﬁes

the ﬁnancial statements required.

Electronic filings. In addition to satisfying the foregoing conditions, a registrant subject to the electronic fi ling

requirements of Rule 101 of Regulation S-T (§§232.101 of this chapter) shall have:

(i) Filed with the Commission all required electronic filings, including electronic copies of documents submitted

in paper pursuant to a hardship exemption as provided by Rule 201 or Rule 202(d) of Regulation S-T (§232.201 or

§232.202(d) of this chapter); and

(ii) Submitted electronically to the Commission and posted on its corporate Web site, if any, all Interactive Data Files

Form F-3 - Registration Statement - 2011 Page 3

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