Please wait
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM T-1
______________________________
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
______________________________
COMPUTERSHARE TRUST COMPANY OF CANADA
(Exact name of trustee as specified in its charter)
______________________________
CANADA
(Jurisdiction of incorporation or
organization if not a U.S national bank)
n/a
(I.R.S. Employer Identification Number)
320 BAY STREET, 14TH FLOOR
TORONTO, ONTARIO, M5H 4A6
CANADA
(Address of principal executive offices)
Law Department
Computershare Trust Company, National Association
150 Royall Street, Canton, MA
02021
(781) 575-2000
(Name, address and telephone number of agent for services)
______________________________
OPEN TEXT CORPORATION
(Exact name of obligor as specified in its charter)
______________________________
| | | | | |
| Canada | 98-0154400 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
275 Frank Tompa Drive
Waterloo, Ontario, Canada N2L0A1
(519) 888-7111
(Address of principal executive offices)
______________________________
Debt Securities
(Title of the indenture securities)
Item 1. General Information. Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it is subject.
Office of the Superintendent of Financial Institutions (OFSI)
255 Albert Street
Ottawa, Ontario K1A 0H2, Canada
(b)Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.
None.
Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under the indentures qualified under the Act:
The trustee filed a Form T-6, Application Under Section 310(a)(1) of the Trust Indenture Act of 1939 for Determination of Eligibility of a Foreign Person to Act as Institutional Trustee, on September 27, 2010 in connection with the Registration Statement on Form S-1/A (File No. 333-168856) filed by Atlantic Power Corporation (the “2010 Registration Statement”). The order in response to the Form T-6 authorizing the trustee to act as the sole trustee was deemed issued by the SEC concurrently with the effectiveness of the 2010 Registration Statement.
Item 16. List of exhibits. List below all exhibits filed as a part of this statement of eligibility.
1.Articles of Incorporation of the trustee, as now in effect.
2.Certificate of Authority of the trustee to commence business.
3.Authorization of the trustee to exercise corporate trust powers.
4.A copy of the existing bylaws of the trustee, as now in effect.
5.Not applicable.
6.Not applicable.
7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
8.Not applicable.
9.Appointment of Agent for Service of Process on Form F-X.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Computershare Trust Company of Canada, organized and existing under the laws of Canada, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Toronto, and Province of Ontario, on the 12th day of December, 2025.
COMPUTERSHARE TRUST COMPANY OF CANADA
| | | | | |
| By: | /s/ Neil Scott |
| Name: Neil Scott |
| Title: Corporate Trust Officer |
| |
| By: | /s/ Mohanie Shivprasad |
| Name: Mohanie Shivprasad |
| Title: Associate Trust Office |
EXHIBIT 1 – ARTICLES OF INCORPORATION
EXHIBIT 2 – CERTIFICATE OF AUTHORITY
EXHIBIT 3 – AUTHORIZATION TO EXERCISE CORPORATE TRUST POWERS
COMPUTERSHARE TRUST COMPANY OF CANADA
(the"Company")
Execution of Documents And Countersignatures
RESOLVED THAT:
Pursuant to the authority of the Board of Directors under the terms of Section 2.4 of By-Law No. 4 of the Company, the Board of Directors hereby makes the following designations, which shall supersede any previous designations pursuant to such By-Law:
1.AND THAT for the purposes of this designation each person, holding a position listed below, shall be designated as a Signing Officer of the Company for so long as each person holds such position.
2.AND THAT for the purpose of this designation the Officers and Signing Officers of the Company shall be divided into the following classes:
| | | | | | | | |
Class A | Class B | Class C |
Chief Anti-Money Laundering Officer | Account Group Manager | Administrator, Client Services |
Chief Compliance Officer | Account Manager | Administrator, Complex Corporate Action |
Chief Executive Officer | Assistant Manager, MBS | Administrator, Corporate Trust |
Chief Financial Officer | Client Relationship Manager | Administrator, Emerging Issuer Solutions |
Chief Privacy Officer | Corporate Trust Officer | Administrator, MBS |
| Chief Risk Officer | Director, Corporate Action and Georgeson Asset Reunification | Administrator, Service Delivery |
| Controller | Director, Governance and Administration | Administrator, Stock Transfer |
| Controller, North America | Director, MBS | Assistant Team Leader |
| Executive Vice President | Director, Registered Product Trustee Services | Associate Relationship Manager |
| President | General Manager | Associate Trust Officer |
| Secretary | General Manager, Client Relationship | Bilingual Assistant Account Manager |
Senior Vice President | General Manager, Client Services | Counter Administrator |
Treasurer | General Manager, Corporate Trust | Head of Tax |
Vice President | General Manager, Corporate Actions | Internal Auditor |
| General Manager, Corporation Actions | Issuer Cage Administrator |
| General Manager, Emerging Issuer Solutions | Junior Project Manager |
| General Manager, Registry | Manager, Operations Support |
| Head of Canadian Issuer Services | Operations Project Administrator |
| Head of Vendor Management | Printroom Dispatch Admin |
| High Growth Relationship Manager | Processor Complex |
| Manager, Account Recordkeeping | Professional, Associate Trust Officer |
| Manager, Administration | Project Manager |
| Manager, CCS Client Services | Project Manager Canada, Operations |
| Manager, Client Operations | Project Manager, Corporate Actions |
| Manager, Client Relations | Project Manager, Operations |
| Manager, Client Services | Quality Control Coordinator |
| Manager, Corporate Actions | Quality Improvement Coordinator |
| Manager, Corporate Trust | Reconciliation Specialist |
| Manager, Emerging Issuer Services | Resolution Specialist |
| Manager, Emerging Issuer Solutions | Senior Associate Relationship Manager |
| Manager. Employee Equity Plans | Senior Growth Relationship Manager |
| Manager, MBS | Solutions Specialist |
| Manager, Oil Royalties | Team Leader |
| Manager, Relationship Manager | Team Leader, Account Recordkeeping |
| NA Head of lssuer Services1 | Team Leader, Bond Administration |
| NA Regional Manager, NBI/PSG | Team Leader, CDSX and Manual Processing |
| Operations Manager | Team Leader, Complex |
| Professional, Administration | Team Leader, Contingent. Liability |
| Professional, Client Services | Team Leader, Corporate Actions |
| Professional, Corporate Trust | Team Leader, Corporate Actions Operations |
| Professional, Corporate Trust Officer | Team Leader, Inbound Comms and Issuing Cage |
| Professional, Emerging Issuer Solutions | Team Leader, Oil Royalties |
| Professional, Leasing and Mineral Tax | Team Leader, NA Meetings |
| Professional, MBS | Team Leader, Transactional |
| Professional, Research and Income Tax | Team Leader, Trust Investments |
| Professional, Research and Legal | Technical Specialist, Corporate Action |
| Regional Director, Plan Ops | Transfer Specialist |
| Regional Manager, Account Recordkeeping | |
| Regional Manager, Meetings | |
1 Where such position is held within the Computershare group of companies.
CTCC Directors' Resolution - Execution of Document & Countersignatures (APPROVED - May 21, 2025)
| | | | | | | | |
| Relationship Management Manager | |
| Relationship Manager | |
| Senior Account Manager CCS | |
| Senior Relationship Manager | |
| Senior Solutions Specialist | |
| Senior Test Analyst | |
| Tax & Reconciliation Specialist | |
3.AND THAT, any two Signing Officers listed under the Class A or B heading, or both, or any one Class A or B Signing Officer together with one Class C Signing Officer may represent and act in the name of the Company, but only in the ordinary course of the Company's trust and agency services business activities including, without limitation, transfer agency, record keeping, plan administration and debt trusteeship. The above-mentioned Signing Officers, on behalf of the Company, shall be authorized:
a.to execute and deliver all affidavits, agreements, certificates, contracts, deeds, indentures, notices, undertakings, conveyances or other documents required in the course of its operations including, without restricting the generality of the foregoing, documents evidencing any assignment, charge, co-ownership of immoveable, conveyance, deposit, exchange, habitation, hypothec, insurance, lease, lien, loan, mortgage, partnership, pledge, privilege, purchase, registration of real rights, retrocession, sale, suretyship, usufruct or other like documents;
b.to secure any loans or other sums owed by way of mortgage, hypothec, lien or other charges upon property, real or personal, moveable or immovable;
c.to acquire, convey, dispose or sell, in whole or in part, by way of public or private sale, by auction or otherwise, of said property so mortgaged, hypothecated or otherwise given as security;
d.to grant easements, encumbrances, servitudes, rights of way and other charges and liens upon immovable or real property;
e.to grant partial or total acquittances, discharges, mainlevees and releases, with or without consideration, of charges, hypothecs, liens, mortgages, pledges, privileges and of any effect of a giving-in-payment clause or of a resolutory clause;
f.to execute and deliver all agreements, contracts, deeds or other documents pertaining to the administration, the custody or the transfer of bonds, certificates of deposits, debentures, notes, options, shares, warrants or like securities and to receive funds and invest same in said instruments; and
g.to accept, convey, issue, purchase, receive, sell, subscribe for or transfer bonds, certificates of deposits, debentures, notes, options, shares, warrants or like securities.
AND IT IS HEREBY RESOLVED THAT: the Signing Officers are authorized to execute all powers, responsibilities and rights and to execute all obligations required under the terms of any affidavit, agreement, certificate, contract, deed, indenture, notice or other empowering document in the course of the Company's operations and generally to do all such things as are necessary and useful to the fulfillment of the above objects, subject to any limitations imposed by law, in order to give full effect and purpose to the foregoing.
CTCC Directors' Resolution - Execution of Document & Countersignatures (APPROVED - May 21, 2025)
1.AND THAT the authorization contained herein does not include contracts and agreements for the purchase of goods and services by the Company for its own use, which are excluded from the operation of this authorization.
2.AND THAT any one Signing Officer from Classes A, B or C, or any combination thereof, may sign and counter-sign bonds, debentures, stock certificates and other securities on behalf of the Company, when it acts as trustee, transfer agent and/or registrar.
3.AND THAT any Signing Officer may affix the corporate seal to any instrument requiring same.
4.AND THAT any officer holding a dual position shall sign only once.
CTCC Directors' Resolution - Execution of Document & Countersignatures (APPROVED - May 21, 2025)
EXHIBIT 4 - BYLAWS
EXHIBIT 7 – CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND CONSOLIDATED MONTHLY BALANCE SHEET
EXHIBIT 9
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A.Name of issuer or person filing (“Filer”): Computershare Trust Company of Canada
B.(1) This is [check one]:
an original filing for the Filer
an amended filing for the Filer
(2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 101(b)(9)
C.Identify the filing in conjunction with which this Form being filed:
Name of registrant Open Text Corporation
Form type: S-3
File Number (if known):
Filed by: Computershare Trust Company of Canada
Date Filed (if filed concurrently, so indicate):
D.The Filer is incorporated or organized under the laws of Canada and has its principal place of business at320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6 Telephone No.416-263-9200
E.The Filer designates and appoints Computershare Trust Company, National Association (“Agent”) located at 150 Royall Street, Canton, MA 02021, Attn: Law Department as agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:
(a)any investigation or administrative proceeding conducted by the Commission; and
(b)any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or related to or concerns (i) any offering made or purported to be made in connection with the securities registered or qualified by the Filer on Form F-10 on June 17, 2009, or any purchases or sales of any security in connection therewith; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises, or any purchases or sales of such securities; (iii) any tender offer for the securities of a Canadian issuer with respect to which filings are made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.
F.The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such forms and schedules relate has ceased reporting under the Exchange Act.
The Filer further undertakes to advise the Commission promptly of any change to the Agent’s name and address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.
G.Each person filing this Form, other than a trustee filing in accordance with General Instruction I.(e) of this Form, undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Forms, Schedules, and offering statements described in General Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as applicable; the securities to which such Forms, Schedules and offering statements relate; and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, this 12th day of December, 2025.
COMPUTERSHARE TRUST COMPANY OF CANADA
| | | | | |
| By: | /s/ Neil Scott |
| Name: | Neil Scott |
| Title: | Corporate Trust Officer |
| |
| |
| By: | /s/ Mohanie Shivprasad |
| Name: | Mohanie Shivprasad |
| Title: | Associate Trust Officer |
| |
This statement has been signed by the following person in the capacity and on the date indicated.
Authorized Agent in the United States
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
| | | | | |
| By: | /s/ Daniel McManus |
| Name: | Daniel McManus |
| Title: | Corporate Trust Officer |
| |
Date: December 12th, 2025 |
