Loading...
HomeMy WebLinkAbout953819I, JEFFREY W. BULLOCK, 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: "GENERAL ATLANTIC ENERGY CORPORATION A DELAWARE CORPORATION, WITH AND INTO PRESIDIO EXPLORATION, INC." UNDER THE NAME OF "PRESIDIO EXPLORATION, INC. A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF COLORADO, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTH DAY OF DECEMBER, A.D. 1988, AT 12 O'CLOCK P.M. 2118888 8100M 100416781 You may verify this certificate online at corp.delaware.gov /authver.shtml Delaware (The .first State RECEIVED 6/4/2010 at 12:05 PM RECEIVING 953819 BOOK: 748 PAGE: 446 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ilfiiiiilllllll,iinool AUTHEN PAGE 1 Jeffrey W. Bullock, Secretary of State TION: 7978578 DATE: 05 -06 -10 CERTIFICATE OF OWNERSHIP AND MERGER OF INTO 88834 2056 GENERAL ATLANTIC ENERGY CORPORATION (A Delaware Corporation) FILED 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 Cor o- ration"). g Corp o- 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 _,h day of November, 1988. ATTEST: PRESIDIO EXPLORATION, INC., a Colorado corporation By: (.0 cretary President i44P STATE OF COLORADO COUNTY OF ARAPAHOE 1, hereby certify that on this personally appeared before me being by me first duly sworn, declared that he it President of Presidio Exploration, Inc., a Colorado corporation, that he acknowledged that he signed the foregoing document in such capacity and that the statements therein contained are true. Witness my hand and official seal. My commission expires: 7 �2/ /'0 (Notarial Seal) BRA/SOD ss. -2- a notary public, do f Nov; •er, 1988 who, s the 4:14 oda Notary Public R 448 CONSENT OF DIRECTORS OF PRESIDIO EXPLORATION, INC. 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 k '449 1 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 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 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 form 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- 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 21 day of November, 1988. tsrd bc6 George! P. G d, Jr. Robe t -3- L. Sm th 4! 1 y 1 i Certificate of Ownership of the PRESIDIO EXPLORATION, INC. a corporation organized and existing under the laws of the State of merging GENERAL ATLANTIC ENERGY CORPORAITON a corporation organized and existing under the laws of the State of Colorado Delaware pursuant to Section 253 of, the General Corporation Law of the State of Delaware, as received and filed in this office the seventh day of December, A.D. 1988, at 12 o'clock Noon. And I do hereby further certify that the aforesaid Corporation shall be governed by the laws of the State of Colorado. 04 2