Form F-3 - Registration Statement - 2011 (Page 6 of 13) in pdf

be calculated by multiplying the actual number of shares into which the securities were converted or received upon exercise,

by the market price of such shares on the date of conversion or exercise.

3. If the aggregate market value of the registrant’s outstanding voting and nonvoting common equity computed pursuant to

General Instruction I.B.5. equals or exceeds $75 million subsequent to the effective date of this registration statement, then

the onethird limitation on sales speciﬁed in General Instruction I.B.5(a) shall not apply to additional sales made pursuant to

this registration statement on or subsequent to such date and instead the registration statement shall be considered ﬁ led pursu-

ant to General Instruction I.B.1.

4. The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.210 or 249.220f

of this chapter), as applicable to the registrant, to register under the Securities Exchange Act of 1934 each class of securities

being registered using this form. A registrant may provide the Form 10 information in another Commission ﬁling with respect

to the registrant.

5. The date used in Instruction 2 to General Instruction I.B.5. shall be the same date used in Instruction 1 to General Instruc-

tion I.B.5.6. A registrant’s eligibility to register a primary offering on Form F-3 pursuant to General Instruction I.B.5. does

not mean that the registrant meets the requirements of Form F-3 for purposes of any other rule or regulation of the Commis-

sion apart from Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter).

7. Registrants must set forth on the outside front cover of the prospectus the calculation of the aggregate market value of the

registrant’s outstanding voting and non voting common equity pursuant to General Instruction I.B.5. and the amount of all

securities offered pursuant to General Instruction I.B.5. during the prior 12 calendar month period that ends on, and includes,

the date of the prospectus.

8. For purposes of General Instruction I.B.5(c), a “national securities exchange” shall mean an exchange registered as such

under Section 6(a) of the Securities Exchange Act of 1934.

C. Automatic Shelf Offerings by Well-Known Seasoned Issuers

Any registrant that is a well-known seasoned issuer, as deﬁned in Rule 405, at the most recent eligibility determination date

speciﬁed in paragraph (2) of that deﬁnition may use this Form for registration under the Securities Act of securities offerings,

other than pursuant to Rule 415(a)(1)(vii) or (viii) (§230.415(a)(1)(vii) or (viii) of this chapter), as follows:

1. The securities to be offered are:

(a) Any securities to be offered pursuant to Rule 415, Rule 430A, or Rule 430B (§230.415, §230.430A, or §230.430B of

this chapter) by:

(i) A registrant that is a well-known seasoned issuer by reason of paragraph (1)(i)(A) of the deﬁnition in

Rule 405; or

(ii) A registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the deﬁnition

in Rule 405 if the registrant also is eligible to register a primary offering of its securities pursuant to Transaction Requirement

I.B.1 of this Form;

(b) Non-convertible securities, other than common equity, to be offered pursuant to Rule 415, Rule 430A, or Rule 430B by

a registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the deﬁnition in Rule 405 and does

not fall within General Instruction I.B.1 of this Form;

Rule 430B if the parent registrant is a wellknown seasoned issuer and the securities of the majority-owned subsidiary being

registered meet the following requirements:

(i) Securities of a majority-owned subsidiary that is a well-known seasoned issuer at the time it becomes a

registrant, other than by virtue of paragraph (1)(ii) of the deﬁnition of well-known seasoned issuer in Rule 405;

(ii) Securities of a majority-owned subsidiary that are non-convertible securities, other than common equity,

and the parent registrant provides a full and unconditional guarantee, as deﬁned in Rule 3-10 of Regulation

S-X, of the payment obligations on such non-convertible securities;

Form F-3 - Registration Statement - 2011 Page 6