EX-25.2 7 exhibit-252xctccformtx1.htm EX-25.2 Document
Exhibit 25.2
 
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)
______________________________
Canada98-0154400
(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



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EXHIBIT 2 – CERTIFICATE OF AUTHORITY



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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 BClass C
Chief Anti-Money Laundering Officer
Account Group ManagerAdministrator, Client Services
Chief Compliance Officer
Account ManagerAdministrator, Complex Corporate Action
Chief Executive Officer
Assistant Manager, MBSAdministrator, 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
PresidentGeneral ManagerAssociate 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, RegistryManager, Operations Support
Head of Canadian Issuer ServicesOperations Project Administrator
Head of Vendor ManagementPrintroom Dispatch Admin
High Growth Relationship ManagerProcessor Complex
Manager, Account RecordkeepingProfessional, Associate Trust Officer
Manager, AdministrationProject Manager
Manager, CCS Client Services Project Manager Canada, Operations
Manager, Client OperationsProject Manager, Corporate Actions
Manager, Client RelationsProject Manager, Operations
Manager, Client ServicesQuality Control Coordinator
Manager, Corporate ActionsQuality Improvement Coordinator
Manager, Corporate TrustReconciliation Specialist
Manager, Emerging Issuer ServicesResolution Specialist
Manager, Emerging Issuer SolutionsSenior Associate Relationship Manager
Manager. Employee Equity PlansSenior Growth Relationship Manager
Manager, MBSSolutions Specialist
Manager, Oil RoyaltiesTeam Leader
Manager, Relationship Manager
Team Leader, Account Recordkeeping
NA Head of lssuer Services1
Team Leader, Bond Administration
NA Regional Manager, NBI/PSGTeam Leader, CDSX and Manual Processing
Operations ManagerTeam Leader, Complex
Professional, AdministrationTeam Leader, Contingent. Liability
Professional, Client Services Team Leader, Corporate Actions
Professional, Corporate TrustTeam Leader, Corporate Actions Operations
Professional, Corporate Trust OfficerTeam Leader, Inbound Comms and Issuing Cage
Professional, Emerging Issuer SolutionsTeam Leader, Oil Royalties
Professional, Leasing and Mineral TaxTeam Leader, NA Meetings
Professional, MBSTeam Leader, Transactional
Professional, Research and Income TaxTeam Leader, Trust Investments
Professional, Research and LegalTechnical Specialist, Corporate Action
Regional Director, Plan OpsTransfer Specialist
Regional Manager, Account Recordkeeping
Regional Manager, Meetings
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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)


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EXHIBIT 4 - BYLAWS



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EXHIBIT 7 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND CONSOLIDATED MONTHLY BALANCE SHEET



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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