EXHIBIT 3.21
Ontario Corporation Number
1300554
CERTIFICATE
This is to certify that these articles
are effective on June 16, 1998
ARTICLES OF INCORPORATION
1. The name of the corporation is:
1300554 ONTARIO LIMITED
2. The address of the registered office is:
40 King Street West, Suite 5010, Toronto, Ontario M5H 3Y2
3. Number (or minimum and maximum number of directors is:
MINIMUM: ONE (1) MAXIMUM: TWENTY (20)
4. The first director(s) is/are:
Beth Kidnie
11 Markwood Crescent, Toronto, Ontario M9C 1L1
Resident Canadian: Yes
5. Restrictions, if any, on business the corporation may carry on or on
powers the corporation may exercise.
There are no restrictions on business the Corporation may carry on, or
on powers the Corporation may exercise.
6. The classes and any maximum number of shares that the corporation is
authorized to issue:
The Corporation is authorized to issue an unlimited number of shares of
one class, designated as Common Shares.
7. Rights, privileges, restrictions and conditions (if any) attaching to
each class of shares and directors authority with respect to any class
of shares which may be issued in series:
The rights of the holders of Common Shares of the Corporation are equal
in all respects and include the rights,
(a) to vote at all meetings of shareholders; and
(b) to receive the remaining property of the Corporation upon
dissolution.
8. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
No shares of the Corporation shall be transferred without the consent
of the directors of the Corporation expressed by a resolution passed by
the board of directors or by an instrument or instruments in writing
signed by all of the directors then in office.
9. Other provisions, if any, are:
(a) The number of shareholders of the Corporation, exclusive of
persons who are in the employment of the Corporation and
exclusive of persons who, having been formerly in the
employment of the Corporation, were, while in that employment,
and have continued after termination of that employment to be,
shareholders of the Corporation, is limited to not more than
fifty, two or more persons who are the joint registered owners
of one or more shares being counted as one shareholder.
(b) Any invitation to the public to subscribe for securities of
the Corporation is prohibited.
(c) Subject to the provisions of the Business Corporations Act
(Ontario) as amended or re-enacted from time to time, the
directors may, without authorization of the shareholders:
(i) borrow money on the credit of the Corporation;
(ii) issue, re-issue, sell or pledge debt obligations of
the Corporation;
(iii) give a guarantee on behalf of the Corporation to
secure performance of an obligation of any person;
(iv) mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the
Corporation, owned or subsequently acquired, to
secure any obligation of the Corporation;
(v) by resolution, delegate any or all such powers to a
director, a committee of directors or an officer of
the Corporation.
Nothing in this subparagraph shall limit or restrict the
borrowing of money by the Corporation on bills of exchange or
promissory notes made, drawn, accepted or endorsed by or on
behalf of the Corporation.
(d) Except in the case of any class or series of shares of the
Corporation listed on a stock exchange, the Corporation shall
have a lien on the shares registered in the
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name of a shareholder or his legal representative for a debt
of that shareholder to the Corporation.
(e) The holders of any fractional shares issued by the Corporation
shall be entitled to exercise voting rights and to receive
dividends in respect of each such fractional share.
10. The names and addresses of the incorporators are
Beth Kidnie
11 Markwood Crescent, Toronto, Ontario M9C 1L1
These articles are signed in duplicate
/s/ Beth Kidnie
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Beth Kidnie
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