EXHIBIT 3.29
[LOGO] Consumer and Consommation et
Corporate Affairs Affaires commerciales
Canada Canada
CERTIFICATE OF INCORPORATION CERTIFICAT DE CONSTITUTION
CANADA BUSINESS LOI REGISSANT LES SOCIETES
CORPORATIONS ACT PAR ACTIONS DE REGIME FEDERAL
2913607 CANADA LIMITED 291360-7
Name of Corporation - Number - Numero
Denomination de la societe
I hereby certify that the Je certifie par les presentes
above-mentioned que la societe mentionnee
Corporation, the Articles ci-haut, dont les statuts
of Incorporation of which constitutifs sont joints, a
are attached, was ete constituee en societe en
incorporated under the vertu de la Loi regissant les
Canada Business societes par actions de regime
Corporations Act. federal.
Le directeur
/s/ [ILLEGIBLE]
-----------------
Director APRIL 19, 1993/LE 19 AVRIL 1993
Date of Incorporation - Date de constitution
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[LOGO] Consumer and Consommation FORM 1 FORMULE 1
Corporate Affairs et Corporations ARTICLES OF STATUTS
Canada Canada INCORPORATION CONSTITUTIFS
(SECTION [ILLEGIBLE]) (ARTICLE
Canada Business Loi sur les societes [ILLEGIBLE])
Corporations Act commerciales
canadiennes
1 - Name of Corporation Denomination de la
societe
2913607 CANADA LIMITED
2 - The place in Canada where the registered Lieu au Canada ou doit
office is to be situated etre situe le siege
social
Richmond Hill, Ontario
3 - The classes and any maximum number of Categorie et tout nombre
shares that the corporation is authorized maximal d'actions que la
to issue societe est autorisee a
emettre
An unlimited number of Special Shares; and
An unlimited number of Common Shares
The annexed Schedule A is incorporated in this form.
4 - Restrictions if any on share transfers Restrictions sur le
transfert des actions,
s'il y a lieu
The annexed Schedule B is incorporated in this form.
5 - Number (or minimum and maximum number) Nombre (ou nombre minimum et
of directors maximum) d'administrateurs
A minimum of one and a maximum of five
6 - Restrictions if any on business Limites imposees quant aux
the corporation may carry on activites commerciales que
la societe peut exploiter,
s'il y a lieu
There are no restrictions on the business that the Corporation may
carry on.
7 - Other provisions if any Autres dispositions s'il y a lieu
The annexed Schedule C is incorporated in this form.
8 - Incorporators Fondateurs
Address (include postal code)
Names - Noms Address (inclure le code postal) Signature
- ----------------------------------------------------------------------------
Ronald Parent 5 Reeve Drive, Markham, Ontario /s/ Ronald Parent
L3P 6B8
- ----------------------------------------------------------------------------
Wendy Parent 5 Reeve Drive, Markham, Ontario /s/ Wendy Parent
L3P 6B8
- ----------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT
Corporation No. - No. de la societe
Filed - Deposee Apr. 19 1993
291360-7
SCHEDULE "A"
The rights, privileges, restrictions and conditions attaching to the
Common Shares shall be as follows:
(a) The holders of the Common Shares shall be entitled to one (1) vote per
share at all meetings of the Shareholders of the Corporation;
(b) Subject to the prior rights of the holders of the Special Shares, the
holders of the Common Shares shall be entitled to receive any dividends declared
by the Corporation;
(c) Subject to the prior rights attaching to the Special Shares, in the event
of the liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of the Common Shares shall be entitled to
all the remaining assets of the Corporation.
The rights, privileges, restrictions and conditions attaching to the
Special Shares shall be as follows:
(a) Subject to the Act, the holders of the Special Shares shall not as such
have any voting rights for the election of Directors or for any other purpose,
nor shall they be entitled to attend meetings of Shareholders or to receive
notice of meetings of the Shareholders of the Corporation;
(b) The holders of the Special Shares shall in each year, in the discretion of
the Directors of the Corporation, but always in preference and priority to any
payment of dividends on the Common Shares for such year, be entitled, out of any
or all profits or surplus available for dividends, to non-cumulative dividends
at the rate of 8% per annum. If in any year, after providing for the full
dividend on the Special Shares, there shall remain any profits or surplus
available for dividends, the whole or any part thereof may, in the discretion of
the Directors, be applied to dividends on the Common Shares. The Special Shares
shall not be entitled to any dividend other than, or in excess of, the
non-cumulative dividends at the rate of 8% per annum hereinbefore provided for;
(c) In the event of the liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, or other distribution of assets of
the Corporation among its Shareholders for the purpose of winding up its affairs
or upon a reduction of capital, the holders of the Special Shares shall be
entitled to receive 100% of the amount paid to the Corporation for such Special
Shares, together with an amount equal to all declared and unpaid
2
Schedule A - Page 2
dividends, if any, before any amount shall be paid or any property or assets of
the Corporation distributed to the holders of the Common Shares and upon payment
of the amount so payable to them, the holders of the Special Shares shall not be
entitled to share in any further distribution of the property or assets of the
Corporation;
(d) Subject to the Act, the Corporation may upon giving notice as hereinafter
provided, redeem at any time the whole or any part of the then outstanding
Special Shares on payment for each share to be redeemed of $1.00, together with
all declared and unpaid dividends. In case a part only of the then outstanding
Special Shares are at any time to be redeemed, pursuant to this clause of
Schedule A, the shares so to be redeemed shall be redeemed pro rata in
proportion to the number of Special Shares held by the holders thereof,
provided that the Corporation shall not be required to pay off or redeem any
fractions of shares and that the Directors may depart from such pro rata
redemption in such manner and to such extent as may seem to them advisable in
order to avoid fractions;
(e) In any case of redemption of Special Shares, the Corporation shall at
least ten days before the date specified for redemption send by prepaid mail
addressed to each person, who at the date of mailing is a recorded holder of
Special Shares to be redeemed, a notice in writing of the intention of the
Corporation to redeem such Special Shares. Such Notice shall set out the
redemption price and the date on which redemption is to take place and if part
of the Special Shares held by the person to whom it is addressed are to be
redeemed, the number thereof so to be redeemed;
(f) On or after the date so specified for redemption, the Corporation shall
pay, or cause to be paid to or to the order of the recorded holders of the
Special Shares to be redeemed, the redemption price on presentation and
surrender at the Registered Office of the Corporation or any other place
designated in such notice of the certificate for the Special Shares called for
redemption. Such Special Shares shall thereupon be and be deemed to be redeemed
and shall be restored to the status of authorized but unissued shares. If only
part of the shares represented by any certificate be redeemed, a new certificate
for the balance shall be issued at the expense of the Corporation;
(g) From and after the date specified in any such notice, the Special Shares
called for redemption shall cease to be entitled to dividends and the holders
shall not be entitled to exercise any of the rights of Shareholders in respect
thereof unless payment of the redemption price shall not be made upon
presentation of certificates in accordance with the foregoing provisions, in
which case the rights of the holders shall remain unaffected;
(h) Should the holders of any of the Special Shares so called for redemption
fail to present the certificate or certificates representing the Special Shares
on the date specified for redemption the
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Schedule A - Page 3
Corporation shall have the right to deposit the redemption price of such shares
to a special account in any Chartered Bank or Trust Company in Canada to be paid
without interest to or to the order of the holders of such Special Shares called
for redemption upon presentation and surrender to such bank or trust company of
the certificates representing the same. Upon such deposit being made, the
Special Shares shall be deemed to be redeemed and shall be restored to the
status of authorized but unissued shares and the rights of the holders thereof
after such deposit shall be limited to receiving without interest their
proportionate part of the total redemption price so deposited against
presentation and surrender of the certificates held by them.
SCHEDULE: "B"
No Shares in the capital of the Corporation shall be transferred without
either:
(a) the sanction of the Director of the Corporation expressed either by a
resolution passed by the votes of a majority of the Directors of the
Corporation at a meeting of the Board of Directors or by an instrument or
instruments in writing signed by all of the Directors; or
(b) the express sanction of the holders of more than 50% of the issued and
outstanding shares of the Corporation to which is attached the right to
vote at all meetings of the Shareholders of the Corporation, expressed by
a resolution passed at a meeting of the holders of such shares, or by an
instrument or instruments in writing signed by all of the holders of such
shares.