Pursuant to Section 228 of the DGCL, any action
required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less
than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise.
Absent a serious fault (in Quebec) or just cause for dismissal,
minimum statutory written
notice or pay in lieu of
notice, is
required for every terminated employee with more
than three consecutive months (in British Columbia and Quebec), or three months (in Ontario and Alberta) of service on a scale increasing with service up to at least eight weeks of
notice.