UNITED STATES
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"): Open Text Corporation
B. This is [check one]
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: Open Text Corporation
Form type: Form CB
File Number (if known):
Filed by: Open Text Corporation
Date Filed (if filed currently, so indicate): Filed concurrently
D. The Filer is incorporated or organized under the laws of Ontario,
Canada and has its principal place of business at 185 Columbia Street
West, Waterloo, Ontario, N2L 5Z5, Canada. The Filer's telephone number
at that address is (519) 888-7111.
E. The Filer designates and appoints CT Corporation System ("Agent")
located at 818 West 7th Street, 2nd Floor, Los Angeles, CA 90017,
telephone number 213-243-9265, as the agent of the Filer upon whom may
be served any process, pleadings, subpoenas, or other papers in
(a) any investigation of 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
relates 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 CB on December 4, 2003 or any
purchase 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. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F,
14D-1F or 14D-9F 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;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and
agrees to appoint a successor agent for service of process and
file and 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
following the effective date of the latest amendment to such
Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on
Form F-7, F-8, F-9, F-10, F-80, or SB-2 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 during which any of the securities
subject to the indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering
pursuant to Regulation A 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 of the
last sale of securities in reliance upon the Regulation A
exemption.
Each filer further undertakes to advise the Commission promptly of any change to
the Agent's name or 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.(a) 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 is 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 Waterloo, Ontario, Country of Canada
this 4th day of December, 2003.
OPEN TEXT CORPORATION
By: /s/ Sheldon Polansky
-----------------------
Sheldon Polansky
Secretary
This statement has been signed by the following persons in the capacities and on
the dates indicated
CT CORPORATION SYSTEM,
As agent for service of process
By: /s/ Scot Ferraro
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Name: Scot Ferraro
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Title: Asst. Secretary
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Date: December 4, 2003