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HomeMy WebLinkAbout953401OF 888342056 CERTIFICATE OF OWNERSHIP AND MERGER GENERAL ATLANTIC ENERGY CORPORATION (A Delaware Corporation) INTO PRESIDIO EXPLORATION, INC. (A Colorado Corporation) Pursuant to the provisions of Section 253(a) of the General Corporation Law of the State of Delaware, the under- signed corporation DOES HEREBY CERTIFY: 1. The surviving corporation is Presidio Explora- tion, Inc., a Colorado corporation (the "Surviving Corpo- ration"). 2. The merged corporation is General Atlantic Energy Corporation, a Delaware corporation (the "Merged Corpo- ration"). 3. On the date this Certificate of Ownership and Merger is filed with the Secretary of State of the State of Delaware, the Surviving Corporation will own all of the issued and outstanding stock of the Merged Corporation. 4. Attached hereto as Exhibit A is a copy of the resolutions authorizing and approving the merger of the Merged Corporation with and into the Surviving Corporation (the "Merger including the agreement required by Section 252(d) of the General Corporation Law of the State of Delaware, adopted by the Board of Directors of the Surviving Corporation pursuant to Section 253(a) of the General Corporation Law of the State of Delaware effective November a, 1988. IN WITNESS WHEREOF this Certificate of Ownership and Merger has been signed by the Surviving Corporation on the jJ3 day of November, 1988. PRESIDIO EXPLORATION, INC., a Colorado corporation President o 0 79 FILED DEC 7 1988 IMCILISRIpaci RECEIVED 5/12/2010 at 10:32 AM RECEIVING 953401 BOOK: 747 PAGE: 79 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY STATE OF COLORADO COUNTY OF ARAPAHOE SRA /SGPD -2_ hereby certify that on this personally appeared before me being by me first duly sworn, declared President of Presidio Exploration, Inc corporation, that he acknowledged that document in such capacity and that the contained are true. Witness my hand and official seal. My commission expires: 7 4/ JQi (Notarial Seal) eo :7 080 a notary public, do f Nov;„ •er, 1988 who, that he es the a Colorado he signed the foregoing statements therein ,0 1V Notary Public a;f R Pursuant to Section 7 -5 -108 of the Colorado Corpora- tion Code, the undersigned, being all the directors of Presidio Exploration, Inc., a Colorado corporation (the "Corporation"), hereby consent to, vote in favor of and adopt the following resolutions without notice or a meeting: WHEREAS, Presidio Oil Company "Presidio the sole shareholder of the Corporation, has entered into a Stock Purchase Agreement dated as of September 15, 1988 with GAE Corp. (the "Stock Purchase Agreement pursuant to which Presidio or its assigns will acquire all of the outstanding capital stock of General Atlantic Energy Corporation "Atlantic and WHEREAS, Presidio has assigned its right to acquire the capital stock of Atlantic to the Corporation; and WHEREAS, the Board of Directors of the Corporation deems it advisable and generally in the best interest and to the advantage of the Corporation that Atlantic be merged with and into the Corporation immediately after the Corporation acquires the capital stock of Atlantic pursuant to the terms of the Stock Purchase Agreement; RESOLVED, that the Board of Directors of the Corpora- tion hereby authorizes and approves the merger of Atlantic with and into the Corporation (the "Merger immediately after the Corporation acquires the capital stock of Atlantic pursuant to the terms of the Stock Purchase Agreement; with the Corporation being the surviving corporation pursuant to the terms and conditions of the Plan of Merger between the Corporation and Atlantic (the "Plan"); FURTHER RESOLVED, that the Plan in substantially the form presented to the Board of Directors be and is hereby approved; and that the President or any Vice President at the time in office be, and they are, and each of them singly is hereby authorized in the name and on behalf of the Corporation CONSENT OF DIRECTORS OF PRESIDIO EXPLORATION, INC. to execute and deliver, and the Secretary or any Assistant Secretary of the Corporation at the time in office be, and they are, and each of them singly is, hereby authorized to attest to, the Plan and all other documents, instruments, certificates or other items as might be appropriate or helpful to consummate the Merger, each in substantially the form presented to the Board of Directors, with such changes therein and additions thereto as the officer or officers so acting may by his or their execution and delivery thereof approve, such execution and delivery to be conclusive evidence that the same has been approved by this Board of Directors; and FURTHER RESOLVED, that the Corporation shall fully perform its liabilities and obligations under the Plan. FURTHER RESOLVED, that the Articles of Merger to be filed with the Colorado Secretary of State (the 'Articles of Merger') in substantially the for presented to the Board of Directors be and is hereby approved; and that the President or any Vice President at the time in office be, and they are, and each of them singly is, hereby authorized in the name and on behalf of the Corporation to execute, verify and deliver, and the Secretary or any Assistant Secretary of the Corporation at the time in office be, and they are, and each of them singly is, hereby authorized to attest to, the Articles of Merger and all other documents, instruments, certificates or other items as might be required by the Colorado Secretary of State to consummate the Merger, each in substantially the for pre- sented to the Board of Directors, with such changes therein and additions thereto as the officer or officers so acting may by his or their execution and delivery thereof approve, such execution and delivery to be conclusive evidence that the same has been approved by this Board of Directors; FURTHER RESOLVED, that the Certificate of Ownership and Merger to be filed with the Delaware Secretary of State (the "Certificate of Merger') in substantially the form pre- sented to the Board of Directors be and is hereby approved; and that the President or any Vice President at the time in office be, and they are, and each of them singly is hereby authorized in the name and on behalf of the Corporation to execute, verify and deliver, and the Secretary or any Assistant Secretary of the Corporation at the time in office be and they are, and each of them singly is, hereby authorized to attest to, the Certificate of Merger and all other docu- ments, instruments, certificates or other items as might be required by the Delaware Secretary of State to consummate the Merger, each in substantially the form presented to the Board of Directors, with such changes therein and additions thereto as the officer or officers so acting may by his or their execution and delivery thereof approve, such execution and -2- c�O8 a delivery to be conclusive evidence that the same has been approved by this Board of Directors; FURTHER RESOLVED that the Corporation hereby agrees pursuant to Section 252(d) of the General Corporation Law of the State of Delaware that from and after the effective date of the Merger, the Corporation may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Atlantic, a Delaware corporation, as well as for enforcement of any obligation of the Corporation arising from the Merger, and that the Secretary of State of the State of Delaware is hereby irrevocably appointed as the Corporation's agent to accept service of process in any such suit or other proceeding, a copy of which shall be mailed by the Secretary of State to the Corporation at Presidio Exploration, Inc., 5613 DTC Parkway, Suite 750, Englewood, Colorado 80111 -3035; FURTHER RESOLVED, that the Board of Directors of the Corporation hereby ratifies, authorizes and approves the exe- cution and delivery of all documents, instruments or certifi- cates and all actions heretofore and hereafter taken by any of the officers of the Corporation in furtherance of any of the foregoing resolutions; and FURTHER RESOLVED that this Consent of Directors may be executed in any number of counterparts, all of which together shall constitute one original document. IN WITNESS WHEREOF, this Consent of Directors has been executed as of the 2iF day of November, 1988. tard /bc6 Georg Grant ayer Robe L. Sm th -3- O :sjO83