HomeMy WebLinkAbout956650APR 2 4 1989
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AGREEMENT OF MERGER MARCH FONG -U, Secrets of State
O O88
This AGREEMENT OF MERGER, dated as of this 21st
day of April, 1989, by and between TERRA RESOURCES, INC., a
Delaware corporation "Terra and P�CIEIl�TTERPRISES OIL
A
COMPANY (US a California corporation "PEOC(USA)
WITNESSETH
WHEREAS, the respective Boards of Directors of
Terra and PEOC(USA) have determined that it is advisable that
Terra be merged into PEOC(USA) on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, Terra and PEOC(USA) hereby agree.that
Terra shall be merged into PEOC(USA), which shall be the
surviving corporation, pursuant to the General Corporation
Law of the State of California, and that the terms and
conditions of such merger and the mode of carrying it into
effect shall be as follows:
ARTICLE I
On the effective date of the merger, Terra shall be
merged into PEOC(USA), the separate existence of Terra shall
cease and PEOC(USA), as the surviving corporation, shall continue
in existence and, succeed to and possess all the rights,
privileges, powers, franchises, properties and assets of
Terra, and shall be subject to all of the debts, liabilities
and obligations of Terra.
ARTICLE II
The Articles of Incorporation of PEOC(USA) as in effect
on the effective date of the merger, shall continue in full
force and effect until altered, amended, or repealed as
provided therein or as provided by law.
ARTICLE III
A368993
FILED
fn the office of the Secretary of Slate
of the Stott of California
The By -Laws of PEOC(USA), as in effect on the effective
date of the merger, shall continue in full force and effect
RECEIVED 11/10/2010 at 2:30 PM
RECEIVING 956650
BOOK: 757 PAGE: 88
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
until altered, amended or repealed as provided therein or as
provided by law.
ARTICLE IV
The directors and officers of PEOC(USA) holding office
on the effective date of the merger shall continue to hold
office until removed as provided by law or until the
election of their respective successors.
ARTICLE V
Upon the effective date of the merger each share
of Common Stock of Terra then outstanding and all rights in
respect thereof, shall forthwith cease to exist and be
cancelled and no shares of PEOC(USA) shall be issued in exchange
therefore. Upon the effective date of the merger the
outstanding shares of Common Stock of PEOC(USA) shall not be
affected as a result of the merger but shall remain
outstanding as shares of the surviving corporation.
ARTICLE VI
ARTICLE VII
ARTICLE VIII
000089
The merger shall become effective upon the filing
in the office of the Secretary of State of the State of
California of a copy of this Agreement of Merger with an
officers' certificate of Terra and PEOC(USA) as provided by
Section 1103 of the General Corporation Law of the State of
California.
Terra and PEOC(USA) shall do all other acts and things
as shall be necessary or desirable in order to effect the
merger and carry out the provisions hereof.
This Agreement of Merger shall be governed by the
laws of the State of California.
IN WITNESS WHEREOF, Terra and PEOC(USA), pursuant to
the approval and authority duly given by resolutions adopted
by their respective Boards of Directors, have each caused
-3
this Agreement of Merger to be executed in their respective
corporate names by their respective officers duly authorized
thereunto.
TERRA RESOURCES, INC., a
Delawar corporation
/2
B
Y•
Ronald E. Rinard, President
B
William H. Everett III,
Secretary
PACIFIC ENTERPRISES OIL
COMPAN (USA), a ornia
corpoion
By: 7
Harry
and
Patrick G.� =owen,
Assistant ecretary
pe hairma
ecutive Officer
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Harry L. Lepape and Patrick G. Bowen certify that:
1. They are the Chairman of the Board and the
Assistant Secretary, respectively, of Pacific
Enterprises Oil Company (USA), a California
corporation.
2. The Agreement of Merger in the form attached was
duly approved by the board of directors and
shareholders of the corporation.
3. The shareholder approval was by the holder of
100% of the outstanding shares of the
corporation.
4. There only one class of shares outstanding and
the number of shares outstanding is 10.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
DATE: April 21, 1989.
Har Chi' of the Board
Patrick r. Bowen, Assistant Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Harry L. Lepape and Paul A. Williams certify that:
1. They are the Chairman of the Board and the
Treasurer, respectively, of Terra Resources,
Inc., a Delaware corporation.
2. The Agreement of Merger in the form attached was
duly approved by the board of directors and
shareholders of the corporation.
3. The shareholder approval was by the holder of
100% of the outstanding shares of the
corporation.
4. There only one class of shares outstanding and
the number of shares outstanding is 250,000.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
DATE: April 21, 1989.
00
of the Board