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Office of the Secretary of State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CE~,TIFY THE ATTACHED IS A TRUE AND CORRECT
~COPY OF THE CERTIFICAT~I OF NfER~ER,<~WHICH MER~ES:
', "]~.Pd~ETT RESouRCEs .CO.RP6~TION":'~i.A DELKWARE COI~PORKTION,
.. WITH ~n t'NTO "~SOURCES ACQUISITION cO~., ~DER THE N~E
OF "WILLIES PRODUCTION ~ CO~", A CO'OPTION OR~IZED
~D ExiSTING UNDER THE LAWS OF THE STATE OF DE~W~, AS
~CEI~D ~D FILED IN THIS OFFICE THE SECOND DAY OF AUGUST, A.D.
2001', AT 12:15 O'CLOCK
~BOOK 4'~ Pit PAGE '? o
Ha)~et Smi~ VlTin~an Sec~eta~ ~$ta~
~i~:~"~J~'~// AUTHENTICATION: 1279001
3388640
8100M
010380140 DATE: 08-03-01
~8/02/01 12.' 08 SK~DDKM ~4RP$ -~ D C
,~ STATE OF DEZ~A~4
DIFZ~IO~ OF
~I~D i2~15 ~ 0g/02/2001
010376792 - 3388640
CERTIFICATE OF MERGER
OF
BARR3~TT RESOURCES CORPORATION
INTO
RESOURCES ACQUISITION CORP,
Pursuant to Section 251 of the General
Corporation Law of the State of D¢lawi~re
Resources Ac..,~iuisition Corp., a Delaware corporation ("AcqUisifi°]~"),
pursuant to Section 251 of the General Corporation Law of the State of Delaware(tho
"DGCU'), hereby certifies as follow~.
FIRST: Tho hi, me and state of incorporation of each of the constitu:
ent corporations to the merger' are as follows:
Barrett Resources Corporation - Delaware
Resources Acquisition Corp. - Delaware
SECOND: An Agreement and Plan of Merger (the "Merger Agree-
ment''), dated as of May 7, 2001, by and among The Williams Companies, Inc.,
Acquisition and Barter Resources Corporation ("Barrett") has been approved,
adopted, certified, executed and acknowledged by each of the constituent corpora-
tions in accordance with Section 251 of tM DGCL.
THIRD: Acquisition shall be the corporation surviving thc merger
(tho "Su,wiving Corporation'.'~.
FOURTH: The Certificate of Incorporation of Acquisition shall be
the Certificate of Incorporati. cn of the Surviving Corporation until thereafter changed
or amended as provided there:in or by applicable law; provided, however, that the
following changes to the Certificate of Incorporation of Acquisition shall be effected
as a result of the merger:
$06029.06-New York S7A
1. Article FIRST shall be amended and restated to n:ad as follows:
"The name of the co~oration is Williams Production RMT Company,"; and
2. Article SIXTH, paragraph 4, shall be amended and restated to read
as follows:
"No director shall be 9ersonally liable to the Corporation or any of its
stockholders for monatary damages for broth of fiduciary duty as a dir~tob
except for liability (i)~ for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii}
pursuimt to Section I.'/4 of the GCL or (iv) for any transaction from which the
director derived an initproper pemonal ben,fit. If the GCL is amended to ·
authorize corporate action further ehminating or limiting the persmal liability
of directors,.then the ~iability of directors of tl~ Corporation shall be elimi-
nated or limited to tho fullest extent pem~itted by the GCL, as so amended.
Any repeal or modification of this Article SIXTH by the stockholders of the
Corporation shall not'adversely affect any fight or protection of a director of
thc CorPoration existing at the time of such repeal or modification with
spect to acts or omiss~ons occurring prior to such repeal or modification."
3. The following paragraph shall be added to Article Sixth as
paragraph 6 thereto:
"The Corporation shall fully honor and abide by the provisions set forth in
Section 7.9 of the Agreement and Plan of Merger dated as of May 7, 2001
(the "Merger Agreement") by and among the The Williams Companies, Inc.,
the Corporation and Barrett Resources Corporation. Any repeal or modifica-
tion of this paragraph 6 of this Ankle SIXTH by the stodd~olders of the
Corporation shall not adversely affect any rights or protections afforded to the
Indemnified Persons (as defined in the Merger Agreement)pursuant to this
paragraph and Sectio. n 7.9 of the Merger Agreement."
FIFTH: The executed Merger Agreement is on file at the office of the
Surviving Corporation, 151~3 Arapahoe Street, Tower 3 Suite 1000, Denver, Colo-
rado 80202.
SIXTH: A copy of tho Merg~rAgrgmgnt will bo provided by th~
Surviving Corporation, upon. request and without cost, to any stockholder of oithcr
constlment corporation. , ~
', ":, SEVENTH; This Ccrtificatc~.ofMcrs~r shall bc cffeetiw upon its
' ~- filing with the Secretary of S~.at.o of thc Stat~ of Delawar~
IN WITNESS WHEREOF, Resources Acquisition Corp. has caused this
Certificate of Merger to be ezccut~d in its corporato name this 2nd day of Aug~st~
2001.
RESOURCES ACQUIgITION CORPi
By: .......
· Name: Sceven J. l'ialcolm
Title: Pr,,sident
506029,O6-~ew York $1i~ 3.
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