HomeMy WebLinkAbout949167Defaware PAGE 1
2~ie Mist Stu,te
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"NOBLE ENERGY PRODUCTION, INC.", A DELAWARE CORPORATION,
WITH AND INTO "NOBLE ENERGY, INC." UNDER THE NAME OF "NOBLE
ENERGY, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE TWENTY-EIGHTH DAY OF AUGUST, A. D. 2007, AT 11:47
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE FIRST DAY OF
SEPTEMBER, A.D. 2007, AT 12:03 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
0738126 8100M
070963020
RECEIVED 8/31/2009 at 12:38 PM
RECEIVING # 949167
BOOK: 730 PAGE: 712
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5970323
DATE: 08-31-07
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:39 AM 0812812007
FILED 11:47 AM 0812812007
SRV 070963020 - 0738126 FILE
CERTIFICATE OF OWNERSHIP ;k 04371
MERGING
NOBLE ENERGY PRODUCnON, INC.
(a Delaware corporation)
WITH AND INTO
NOBLE ENERGY, ]NC.
(a Delaware corporation)
Pursuant to Section 253 of the Delaware General Corporation Law, Noble Energy, Inc., a
Delaware corporation (the "Corporation'), incorporated on December 29, 1969, hereby certifies
the following:
1. The Corporation owns 100'/0 of the outstanding capital stock of Noble Energy
Production, Inc., a Delaware corporation ("Noble Energy Production"), incorporated on
December 15, 2004.
2. The Corporation, by resolutions of its Board of Directors attached hereto as Exhibit
duly adopted by unanimous written consent dated August 17, 2007, determined to merge
into itself said Noble Energy Production.
3. The merger is to become effective on September 1, 2007, at 12:03 am.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership to
be executed by an authorized officer of the Corporation, the day of August, 2007.
NOBLE ENERGY, INC. 1`
By:
Name: Chris Tong
Title: Senior Vice President
060132 003224 HOUSTON 542MS-t
Ex~t~ei
Resolutions adopted by the Board of Directors
of Noble Energy, Inc.
August 17, 2007
Relating to the Approval of Merger of each of Noble Energy Production, Inc., Noble
Energy LLC, and Noble Energy (Louisiana), LLC into the company
WHEREAS, Noble Energy Production,, Inc., a Delaware corporation IVo le Ener
cti is a wholly owned subsidiary of the Company, with the Company owning l W% of
the outstanding capital stock of Noble Energy Production;
WHEREAS, Noble Energy, LLC, a Delaware limited liability conPAY
Q0, is a wholly owned subsidiary of the Company, with the Company owning 100% of the
outstanding membership interests in Noble Energy LLC;
WHEREAS, Noble Energy (Louisiana), LLC, a Delaware limited liability company
("Noblg Energy 14misiana 1, is a wholly owned subsidiary of the Company, with the Company
owning 100/n of the outstanding membership interests in Noble Energy Louisiana;
WHEREAS, it has been proposed that Noble Energy Production be merged with and into
the Company, with the Company being the surviving business entity in such merger (the "Noble
FngM Production Merger');
WHEREAS, it has been proposed that Noble Energy LLC be merged with and into the
Company, with the Company being the surviving business entity in such merger (the "No le
Energy LfC Menze?);
WHEREAS, is has been proposed that Noble Energy Louisiana be merged with and into
the Company, with the Company being the surviving business entity in such merger (the "Noble
Energy Louisiana Merstpr");
WHEREAS, under the terms of the Noble Energy Production Merger, all of the
outstanding shares of the capital stock of Noble Energy Production shall be converted into one
share of the capital stock of the Company, which share shall subsequently be automatically
cancelled with no compensation being paid therefor;
WHEREAS, under the terms of the Noble Energy LLC Merger as more fully described in
the Agreement of Merger by and between the Company and Noble Energy LLC, a copy of which
has been distributed to the Board and is attached hereto as Ekbibit all of the outstanding
membership interests of Noble Energy LLC shall be converted into one share of the capital stock
of the Company, which share shall subsequently be automatically cancelled with no
compensation being paid therefor,
060132 003 224 HOUSTON 542645.1
WHEREAS, under the terms of the Noble Energy Louisiana Merger as more frilly
described in the Agreement of Merger by and between the Company and Noble Energy
Louisiana, a copy of which has been distributed to the Board and is attached hereto as Exhibit B'
all of the outstanding membership interests of Noble Energy Louisiana shall be converted into
one share of the capital stock of the Company, which share shall subsequently be automatically
cancelled with no compensation being paid therefor;
WHEREAS, after careful review and consideration, the Board has determined, in its
business judgment, that it would be advisable and in the best interests of the Company to effect
.the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy
Louisiana Merger.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and
approves the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble
Energy Louisiana Merger, whereby each of Noble Energy Production, Noble Energy LLC, and
Noble Energy Louisiana shall be merged with and into the Company and all of the outstanding
shares of the capital stock of Noble Energy Production and the outstanding membership interests
of Noble Energy LLC and Noble Energy Louisiana shall each be converted into one share of the
capital stock of the Company, which share shall then be cancelled with no compensation being
paid therefor, all in compliance with the provisions of Article 253 of the Delaware General
Corporation Law; and fluther
RESOLVED, that the Board hereby approves the form of and all the terms, provisions
and conditions contained in each of the Agreements of Merger by and between the Company and
Noble Energy LLC and Noble Energy Louisiana, respectively, and further
RESOLVED, that the effective date of the Noble Energy Production Merger, the Noble
Energy LLC Merger, and the Noble Energy Louisiana Merger shall be September 1, 2007 or on
such other date as the proper officers of the Company deem necessary or appropriate; and fzlrther
RESOLVED, that the officers of the Company are hereby authorized and directed to
consummate the Noble Energy Production Merger, the Noble Energy LLC Merger, and the
Noble Energy Louisiana Merger, and further
RESOLVED, that the proper officers of the Company are severally authorized to provide
such notifications and take such other action as is necessary or appropriate to carry out the intent
and purpose of the foregoing resolution.
060132003224 HOUMN 5426451