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I, 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:
"NORTH CENTRAL OIL CORPORATION A DELAWARE CORPORATION,
WITH AND INTO "POGO PRODUCING COMPANY" UNDER THE NAME OF
"POGO PRODUCING COMPANY A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE FIFTEENTH DAY OF DECEMBER, A.D. 2005, AT
11:30 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY -FIRST DAY
OF DECEMBER, A.D. 2005, AT 11:59 O'CLOCK A.M.
0743711 8100M
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CERTIFIED COPY CERTIFICATE
3 PGS
PAGE 1
DATE: 11 -30 -12
STATE OF TEXAS
COUNTY OF GALVESTON
The above is a full, true, and correct photographic copy of the original record now in my lawful custody and possession, as the same is recorded in the Official Public Records of the
Galveston County Real Property Records in Instrument 2012068183 and Pages 1_3
I hereby certify on May 17, 2013 DWIGHT D. SULLIVAN, COUNTY CLERK
GALVESTON COUNTY, TEXAS
2012661183
0 0 I.1
Jeffrey
ION But 00259 of state
Page 2 of 3
CERTIFICATE OF OWNERSHIP
MERGING
NORTH CENTRAL OIL CORPORATION
INTO
POGO PRODUCING COMPANY
(Pursuant to Section 253 of the General Corporation Laws of Delaware)
Pogo Producing Company, a corporation organized and existing under the laws the State
of Delaware, "POGO") DOES HEREBY CERTIFY:
1. That Pogo was incorporated on the 19th day of February, 1970, pursuant
to the General Corporation Law of the State of Delaware.
2. That Pogo owns one hundred percent (100%) of the outstanding shares of
the capital stock, $1.00 par value per share, of North Central Oil Corporation "NORTH
CENTRAL a corporation incorporated on the 3rd day of February, 1955, pursuant to
the General Corporation Law of the State of Delaware, and has no class of stock
outstanding other than said capital stock.
3. That POGO, by resolution of its Board of Directors duly adopted by
unanimous written consent in lieu of a special meeting dated the 9 day of December,
2005, determined to and effective at 11:59 p.m. on December 31, 2005, does merge into
itself said NORTH CENTRAL, which resolution is in the following words, to wit:
WHEREAS, POGO lawfully owns all of the outstanding capital stock of
NORTH CENTRAL, a Delaware Corporation;
WHEREAS, after due consideration, the Board of Directors of POGO has
determined that it is in its best interest to merge its wholly owned
subsidiary, NORTH CENTRAL, with and into POGO, and to possess all
the estate, property, rights, privileges and franchises of NORTH
CENTRAL pursuant to the Plan of Merger provided to the Board of
Directors for consideration ("Plan"); and
WHEREAS, Pogo Services and Technology Company, a subsidiary of
NORTH CENTRAL, shall become a direct subsidiary of POGO.
NOW, THEREFORE, BE IT RESOLVED that the Certificate of
Ownership and Plan be and the same hereby are ratified, contoured and
approved, and that NORTH CENTRAL merge with and into POGO, and
Hou 0023451000072563164 1
1
CERTIFIED COPY CERTIFICATE
I hereby certify on Mav 17.2013 DWIGHT D. SULLIVAN, COUNTY CLERK
GALVESTON COUNTY, TEXAS
u011
State of LL1aWIezWII
Divisicu of t.
Corporation o
Delivered 11 :30 /005
FILM! 11:30 AN 12/.15/2005
SRV 051025840 0743711 FIZZ
STATE OF TEXAS
COUNTY OF GALVESTON
The above is a full, true, and correct photographic copy of the original record now in my lawful custody and possession, as the same is recorded in the Official Public Records of the
Galveston County Real Property Records in Instrument 2012068183 and Pages 11 =3
STATE OF TEXAS
COUNTY OF GALVESTON
00J.I3
I hereby certify on May 17. 2013
Page 3 of 3
RESOLVED THAT, as a result of the merger, POGO assumes all
liabilities and obligations of NORTH CENTRAL and succeeds and
possesses all its rights and assets, and
RESOLVED THAT, such Certificate of Ownership is not required under
253 of the Delaware General Corporation Law Annotated (Delaware law
being the law applicable to the Certificate of Ownership) or under its
Articles of Incorporation, to be approved by the shareholders of POGO;
and
RESOLVED THAT, the appropriate officers of POGO be and the same
hereby are authorized and directed to execute and file the necessary
documents on behalf of POGO to merge NORTH CENTRAL and assume
its liabilities and obligations; and be it further
RESOLVED THAT, the appropriate officers of POGO be and the same
hereby are authorized and directed to take any and all other actions which
they deem necessary or appropriate to accomplish the merger described
above.
4 That pursuant to Section 253 of the Delaware General Corporation Law,
no shareholder approval is required
5 For federal income tax purposes it is intended that the merger shall qualify
as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended, and as such is a non taxable reorganization under the Code
IN WITNESS WHEREOF, POGO has caused its corporate seal to be affixed and this
certificate to be signed by an authonzed officer this V day of
lti:rcn, btr 2005 A.D.
Hou 0023451000072\63164 1
Author Officer
Name. M1 Wet
Print or Type
Title Vat deat ngei
mci await SOGreisry
FILED AND RECORDED
2
CERTIFIED COPY CERTIFICATE
OFFICIAL PUBLIC RECORDS
December 12, 2012 02 48 21 PM
FEE $24 00
Dwayht D Sullivan, County Clerk
Galveston County, TEXAS
bWIGHT D. SULLIVAN, COUN CLER
GALVE I N UNTY, TEXA
2868183
The above is a full, true, and correct photographic copy of the original record now in my lawful custody and possession, as the same is recorded in the Official Public Records of the
Galveston County Real Property Records in Instrument 2012068183 and Pages 113
BY: IG L I j DEPUTY
PATRICIA A. 'ALIP