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Affidavit of Corporate Merger and Name Change
I, Frank G. McDonald, Vice President, General Counsel and Assistant Secretary of XTO
Energy Inc., a Delaware corporation, whose mailing address is 810 Houston Street, Suite 2000,
Fort Worth, Texas 76102-6298, state:
1. On June 1, 2001, Cross Timbers Oil Company, a Delaware corporation, was the
owner of certain oil and gas properties (or undivided interests therein) in various states
(collectively, the 'Properties").
2. On June 1, 2001, Cross Timbers Operating Company, a Texas corporation, and a
wholly owned subsidiary of Cross Timbers Oil Company, was the operator of certain of the
Properties.
3. On June 1, 2001, pursuant to a Certificate of Ownership and Merger, a copy of
which is attached hereto as Exhibit A, Cross Timbers Operating Company was merged into its
parent company, Cross Timbers Oil Company, and the name of Cross Timbers Oil Company was
changed to XTO Energy Inc.
Dated June 1, 2001.
C.
BOOK 1i _PR PAGE Frank G. McDonald
1 -1P4 V) y ,J I I h4T1i e President, General Counsel and
A9r&M Secretary
3 6 2 14 + lt°, ° jI
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S
Sworn to and subscribed before me this 1st(Prank G. McDonald.
NIELS
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AC
W comm. tap. 06120/03
STATE OF TEXAS §
COUNTY OF TARRANT §
&a4-A~
Notary Public in and for the State of Texas
This instrument was acknowledged before me on the lst day of June, 2001, by Frank G.
McDonald, Vice President, General Counsel and Assistant Secretary of XTO Energy Inc., a
Delaware corporation, on behalf of such corporation.
CARLA J.'DANIELS
Notary Pubpo
STATE OF TEXAS
' it, Cron. EM. 06/20/03
Notary Public in and for the State of Texas
M r M
EXHIBIT A
Mate of Delaware
PAGE 1
Q ffice of the Secretal-j of State
5JU
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELK ARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPT OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"CROSS TIMBERS OPERATING COMPANY", A TEXAS CORPORATION,
WITH AND INTO "CROSS TIMBERS OIL COMPANY" UNDER THE NAME OF
"XTO ENERGY INC.", A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE SIXTEENTH DAY OF MAY, A.D. 2001, AT 9 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 JUNE,
A.D. 2001, AT 10 O'CLOCK. A.M-
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
2243325 8100M
010233486
~l~ Harriet Smith W,indsor, Secretary of State
AUTHENTICATION: 1136177
DATE: 05-16-01
PF_
n^ =ATE Or =:.AWAR:
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TON
DiFISION OF CORPORATIONS
Fi1_ED 09:00 AK 0511612001
08171364Z 010233486 - 2253325
CERTIFICATE OF ORTIERSHIP AND MERGER 591.
MERGING
CROSS TIMBERS OPERATING COMPANY
VUrH AND IWO
CROSS TIMBERS OII. COMPANY
Pursuant to Section 253 of the
General Corporation or Law of the State of Delaware
Cass Timbers Oil Company, a Delaware corporation (the "Company"),
dos hereby cep, to the following facts relating to the merger (the Wtrger") of Cross
Trnbe7s Operzring Company, a Texas corpmtion (the "Subsidiary"), with and into the
Co =any, with the Company remaining as the surviving corporation:
RST: The Company is incorporated pursuant to the General Cor-
pa:2aon Law, of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pur-
sumn: to the Texas Business Corporation Act.
SECOND: The Company owns all of the cutsmnding shares of each
cl2sz, of capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following
res-oltbons duly adopted on May 15, 2001, determined to merge the Subsidiary with and
into the Company pursuant to Section 253 of the DGCL:
V-AEREAS, Cross Timbers Oil Company, a Delaware corporation (the
"Company"), owns all of the outstanding shares of the capital stock of Cross
TirT;=-s Op-rating Company, a Texas corporation ("Subsidiary"); and
W EREAS, the Board of Directors of the Company has deemed it advis-
able that the Subsidiary be merged with and into the Company pursuant to
Section 253 of the General Corporation Law of the State of Delaware;
RESOLVTD, that the Subsidiary be merged with and into the Company
(the "Merger").
RESOLVED FURTHER, flat by virtue of the Merger and without any ac-
tion on the part of the bolder thereof, each then outstading share of com-
mon stock of the Company shall remain unchanged and continue to remain
outstanding as me share of common stock of the Company, held by the per-
son urho was the holder of such share of common Stock of the Company
immediately prior to the Merger.
RESOLVED FURTHER, that by virtue of the Merger and without any ac-
tion on the part of the holder thereof, each then outstanding share of com-
mon stock of the Subsidiary shall be canceled and rto ccrosideration shall be
issued in respect th--mof.
- 111 Ell I TON,
92
RESOLVED FURTIM, that upon the filing of the Certificate of Me,=
Azticle One of the Restated Certificate of Incorporation of the Company
shall be amended in its entirety to read as follows:
"7he name of the Corporation is XTO Energy Inc."
RESOLVED FURTBEt, that the proper officers of the Company be and
they hereby are authorized and directed to make, execute and acknowledge,
in the name and under the corporate seal of the Company, a certificate of
o«,nership and merger for the purpose of effecting the Merger and to file the
sarx in the office of the Secretary of State of the State of Delaware, and to
do all other acts and things that may be necessary to carry out and effectuate
the purposc and intent of the resolutions relating to the Merger and change
of name of the Company.
FOURTH: This Certificate of Ownership and Merger shall be effective
as of 10:00 a.n:. East= Standard Time on June 1, 2001.
LNT RTINF3S WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officer this 15x' day of May,
2001.
CROSS TDvSEPS OIL COMPANY
By: 4V ""cJ
Name: rank G. McDonald
Title: Vice President and General Counsel