U.S. Listing. Promptly following the Closing, the Company shall exercise commercially reasonable efforts to (a) take all necessary actions within ten (10) months from the date of Closing (the “Listing Objective Date”) to effect the listing of either (i) the Company’s Common Stock, or (ii) American Depository Receipts representing the Common Stock (“ADRs”) on the Nasdaq Global Market or the NYSE or, if listing on neither of these stock markets is available, on the Nasdaq Capital Market, (b) take all actions necessary to register such class of securities under the Exchange Act, as well as (c) pay all fees and expenses related to such listing on a U.S. Stock Exchange, and (d) to the extent applicable, to cause the registration of the Common Stock or issuance of such ADRs, if applicable, and obtain all required approvals for the listing of the Common Stock or ADRs representing the Common Stock with the applicable U.S. Trading Market (collectively, a “U.S. Listing”). The Company shall also exercise commercially reasonable efforts to cause such registration statement to be declared effective by the SEC and to then continue the U.S. Listing and trading of its Common Stock on the applicable U.S. Trading Market and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations applicable to issuers whose securities are listed on such U.S. Trading Market. The Company also agrees that the Investors shall have the rights set forth in this Agreement with respect to the registration under the Securities Act for resale of the Registrable Securities of the Investors. Notwithstanding any of the foregoing to the contrary, in the event that it becomes reasonably certain that the Company cannot effect a U.S. Listing pursuant to the above requirements by the Listing Objective Date, the Company shall promptly exercise commercially reasonable efforts to effect the listing of its Common Stock on a Non-U.S. Stock Exchange, and take all actions necessary to register such class of securities, as well as pay all fees and expenses related to the Non-U.S. Stock Exchange listing (collectively, a “Non-U.S. Listing”).
U.S. Listing. The Controlling Partnership Units to be issued to KPE pursuant to Section 4.1 of this Agreement shall have been authorized for listing on the relevant United States stock exchange, subject to official notice of issuance.
U.S. Listing. The BEPC Class A Shares and Parent LP Units constituting the Consideration shall have been approved for listing on the NYSE, subject to official notice of issuance.
U.S. Listing. The Parent ADSs to be issued in the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance.
U.S. Listing. The Corporation shall use reasonable commercial efforts to obtain a listing of the Common Shares on the American Stock Exchange or other registered national stock exchange or quotation system in the United States (the “U.S. Listing”) by no later than June 30, 2005, subject to the satisfaction or elimination of all regulatory, legal, tax and financial requirements to such U.S. Listing. The U.S. Listing may be either in lieu of, or in addition to, the Corporation’s current listing of the Common Shares on the Toronto Stock Exchange. In the event a U.S. Listing is obtained, the Corporation shall promptly enter into a registration rights agreement, with and for the benefit of the Lenders and the Existing Debenture Holders, providing for the registration for resale of the Common Shares underlying the Warrants and the Debentures with the U.S. Securities and Exchange Commission and containing, among other things, customary demand and piggy-back registration rights, and all on terms satisfactory to the Corporation, the Lenders and the Existing Debenture Holders, each acting reasonably and taking into consideration the need for future free-transferability for the Common Shares underlying the Warrants and the Debentures in the U.S. securities markets. In this Section 6.2(c), “Common Shares” includes any shares of voting common stock of any corporation (a “Successor Corporation”) carrying on the business of the Corporation and having a listing on the Toronto Stock Exchange which are issued in exchange for the Common Shares of the Corporation in connection with the Corporate Migration, and “Corporation” includes any such Successor Corporation.
U.S. Listing. The Original Guarantor shall remain listed in the New York Stock Exchange (NASDAQ) throughout the Facility Period.
U.S. Listing. None of the securities of the Company is listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.
