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STATE of WASHING'IDN
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SECRETARY of $TATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of its seal,
hereby issue this certificat~ that according to the records on file in this office,
that the attached is a true and correct copy of
.-
ARTICLES OF MERGER
of
CABOT OIL & GAS PRODUCTION CORPORATION
Merged into CABOT OIL & GAS CORPORATION
(A Delaware corp. qualified in W A)
as filed on this office on December 28, 1995.
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RECEIVED 11/7/2005 at 3:11 PM
RECEIVING # 913501
BOOK: 603 PAGE: 890
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY ~ ~
BU~ ,> ~N~GEMENi
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Date: March 29, 1996 .. ,
Given under my hand and the Seal of the State
of Washington at Olympia, the State Capital
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RALPH MU:',.IJ ..... ~,
SECRETARY OF STATE ~; ~ ~
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CERTIFICA TE OF OWNERSffiP AND MERGER
merging
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CABOT OIL & GAS PRODUCTION CORPORATION
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, CABOT OIL & GAS CORPORATION
(pursuant to Section 253 of the General
Corporation Law of Delaware)
Cabot Oil & Gas Corporation, a Delaware .corporation (this "Corporation"), does
hereby certify:
FIRST: That this Corporation IS incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That, as a result of the merger of Cabot Oil & Gas Western
Corporation into this Corporation, this Corporation owns all the outstanding shares of
common stock of Cabot Oil & Gas Production Corporation, a Washington corporation
that has no class of stock outstanding other than said common stock:
THIRD: That this Corporation, by the following resolutions of its Board of
Directors duly adopted by unanimous written consent on December 21, 1995, determined.
to merge into itself effective January 1, 1996, Cabot Oil & Gas Production Corporation as
set forth in such resolutions:
WHEREAS, the Company is the owner of aU the outstanding common stock of
Cabot Oil & Gas Western Corporation, a Delaware corporation ("COG Western"),
and COG Western is the owner of all the outstanding common stock of Cabot Oil
& Gas Production Corporation, a Washington corporation ("COG Production");
and
WHEREAS, such classes of common stock are the only issued and outstanding
classes of stock of each of COG Western and COG Production, respectively; and
WHEREAS, the Company desires to merge COG Western and COG Production
(collectively, the "Subsidiaries") into itself effective January 1, 1996, pursuant to
the provisions of Section 253 of the Delaware General Corporation Law;
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NOW, THEREFORE, DE IT RESOLVED, that effective January I, 1996 upon
the filing of appropriate Certificates of Ownership and Merger embodying these
resolutions, and all other necessary and appropriate documents, with the Secretary
of State of Delaware and the Secretary of State of Washington, this Company
merge into itself (1) COG Western, followed by (2) COG Production, and that the
Company accordingly assume all of the obligations of each of the Subsidiaries;
and further
RESOLVED, that the Chairman of the Board, the President or any Vice Preside~t
of the Company be, and each hereby is, authorized to make and execute, and the
Secretary or any Assistant Secretary be, and each hereby is, authorized to attest,
Certificates of Ownership and Merger setting forth these resolutions, and the date
of adoption hereof, and to cause the same to be filed with the Secretary of State of
Delaware and a certified copy recorded in the office of the Recorder of Deeds of
New Castle County, Delaware and. to be filed with the Secretary of State of
Washington and to do all acts and things, whatsoever, whether within or without
the State of Delaware, which may be in any way necessary or appropriate to effect
said mergers.
IN WITNESS WHEREOF, said Cabot Oil & Gas Corporation has caused this
certificate to be signed by Ray R. Seegmiller, its Vice President, Chief Financial Officer
and Treasurer, and its corporate seal to be affixed and attested to by Lisa A. Machesney,
its Secretary, this t. 2 rd day of December, 1995.
CABOT OIL & GAS CORPORATION
BY:\~r
Vice President, Chief Financial
Officer and Treasurer .
Li a A. Machesney
Corporate Secretary
A ITEST:
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AGREEMENT OF MERGER
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THIS AGREEMENT OF MERGER is d~ted this 22nd day of December, 1995,
between Cabot Oil & Gas Corporation, a Delaware corporation (hereinafter referred to as
,~~COG" or "surviving corporation") and Cabot Oil & Gas Production Corporation, a
" Washington corporation (hereinafter referred to as "COG Production" or "merged.
~ II * ' ,: I ~ I ~ corPoration") and is made pursuant to Section 253 of the General Corporation Law of the
\~~~ ',E5-..~~te of Delaware.
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tBL~.! ~ ~~~\ WI1NESSETH that:
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:- 'B~_,-I, '-~~ j WHEREAS, the constituent corporation's' desire to merge into a single
J C\l~~~ . ~:iOrporation, as hereinafter specified; and , .
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I~, I~~\\~" 'LiS., WHEREAS, the registered office of COG in the State of ~elaware is located at
.9 ~ Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware and the name of
the registered agent at such address is The Corporation Trust Company. The registered
office of COG P~oduction in the State of Washington is located at CT Corporation
System, 520 Pike Street, Seattle, Washington, and the naIJ?e of the registered agent at
such address is The CT Corporation System.
NOW, THEREFORE, the corporations, parties to. this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter contained
do herebY.prescribe the terms and conditions of said merger and mode ~f carrying the
same into effect as follow's:
FIRST: COG shall merge into itself COG Production and COG Production
shall merge into COG, which shall be the surviving corpor~tion.
SECOND: The Certificate of Incorporation of COG, which is the surviving
corporation, as heretofore amended and as in effect on the date of the merger provided for
in this Agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.
THIRD: The holders of shares of COG Production shall surrender their
shares to the Secretary of the surviving corporation promptly on the effective date of this
Agreement. The shareholders of COG Productio~ shall be entitled to receive $10.00 and
other good and valuable consideration.
FOURTH:
The terms and conditions of the merger are as follows:
(a) The by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of the surviving
corporation until the same shall be altered, amended or repealed as therein provided.
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(b) The directors and officers of the survIvmg corporation shall
continue in office until the next annual meeting of stockholders and until their successors
shall have been elected and qualified. .
(c) This merger shall be effective on January 1, 1996.
(d) Upon the merger becoming effective, all the contracts, property,
rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets
of every kind and description of the merged corporation shall be transferred to, vested in
and devolve upon the surviving corporation without further act or deed and all property,
rights, and every other interest of the surviving corporation and the merged corporation
shall be as effectively the property of the surviving corporation as they were of the
surviving corpo'ration and the merged corporation respectively. The merged corporation
hereby agrees from time to time, as and when requested by the surviving corporation or
by its successors or assigns, to execute and deliver or cause to be executed and delivered
all such deeds and instruments and to take or cause to be taken such further or other
action as the surviving corPoration may deem necessary or desirable in order to vest in
and confirm to the surviving corporation title to and possession of any property of the
merged corporation acquired or to be acquired by reason of or as a result of the merger
herein provided for and otherwise to carry out the intent and purposes hereof and the
proper officers and directors of the merged corporation and the proper officers and
directors of the surviving corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective boards of directors,
and that fact having been certified on said agreement of merger by the Secretary or
Assistant Secretary of each corporate party thereto, have caused these presents to be
executed by the President or Vice President and attested by the Secretary or Assistant
Secretary of each party hereto as the respective act, deed and agreement of each said
corporation, on this 22nd day of December, 1995.
A TrEST:
By:
>,. I !2 Lisa A. Machesney
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J~Ii<"';~ . Scott Arnold
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=> AssIstant Secretary
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By:
R. Seegmille .
Vice President, C iefFinancial '
Officer and Treasurer
CABOT OIL & GAS PRODUCTION
CORPORATION
By: 9-. ~~a7'-
t1' J. L. Batt
Vice President
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CERTIFICATE
I, J. Scott Arnold, Assistant Secretary of Cabot Oil & Gas Production
Corporation, a corporation organized and existing under the laws of the State of
Washington. hereby certify, as such Assistant Secretary, that the Agreement of Merger to
which this Certificate is attached, after having been first approved by the board of directors
of said corporation and then duly signed on behalf of the said corporation and having been
signed on behalf of Cabot Oil & Gas Corporation, a corporation of the State of Delaware,
was duly adopted pursuant to RCW 23B.07.040 of Washington Business Corporation Act
by the unanimous written consent of the stockholders holding 1000 shares of the capital
stock of the corporation, same being all of the shares issued and outstanding having voting
power, which Agreement of Merger was thereby adopted as the act of the stockholders of
said Cabot Oil & Gas Production Corporation as the duly adopted agreement and act of the
said corporation.
WI1NESS my hand on this 22nd day of December, 1995.
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Assi t Secretary
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