As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/16/10  Computershare Trust Co of Canada  F-X         8/16/10    1:29K  Atlantic Power Corp               Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-X         Appointment of Agent for Service of Process by a    HTML     23K 
                          Foreign Non-Financial Entity                           

 

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]:

 

x           an original filing for the Filer

 

o            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) o

 

C.            Identify the filing in conjunction with which this Form being filed:

 

Name of registrant		Atlantic Power Corporation
Form type:		S-1
File Number (if known):		333-168856
Filed by:		Computershare Trust Company of Canada
Date Filed (if filed concurrently, so indicate): August 16, 2010

 

D.            The Filer is incorporated or organized under the laws of Canada and has its principal place of business at 100 University Avenue, 11th Floor, North Tower, Toronto, Ontario, Canada, M5J 2Y1  Telephone No.416-263-9200

 

E.             The Filer designates and appoints Computershare Trust Company, N.A. (“Agent”) located at 350 Indiana Street, Suite 750, Golden, Colorado, 80401 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 16th day of August, 2010.

 

	COMPUTERSHARE TRUST COMPANY OF CANADA
	By:	/s/ Chris Nitsis
		Name:  Chris Nitsis
		Title:  Corporate Trust Officer
	By:	/s/ Patricia Wakelin
		Name:  Patricia Wakelin
		Title:  Corporate Trust Officer

 

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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, N.A.

 

 

By:	/s/ John Wahl
	Name:  John Wahl
	Title:  Corporate Trust Officer
	Date:  August 16, 2010

 

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