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0O840
PA GE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE t DO HEREBY CERTIFY THE ATTACI4ED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH I~IERGES:
"PATINA OIL & GAS CORPORATION", A DELAWARE CORPORATION,
WITH AND INTO "NOBLE ENERGY PRODUCTION, INC." UNDER THE NA14~
OF "NOBLE ENERGY PRODUCTION, INC. ", A CORPOP~TION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AE RECEIVED
AND FILED IN THIS OFFICE THE SIXTEENTH DAY OF MAY, A.D. 2005, AT
4:09 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
RECEIVED 5/23/2005 at 10:24 AM
RECEIVING# 908608
BOOK: 585 PAGE: 840
JEANNE W ~,GNER
LINCOLN COUNTY CLEf ',K, KEMMERER, VVY
3897024 8100M
0503981 77
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3882579
DATE' 05-1 6-05
16:07 SKgRD~L I
~ 16965840915E~7393~ ,~
~0. 699
$~cr~t~ry of
Division of Corporations
~livered 04:09 ~ 05/16/2005
FInD 04 ~ 09 ~ 05/16/2005
S~ 030398177 - 3897024 FTT.~
CERTIFICATE OF MERGgR
OF
PATINA OIL & GAS CORPORATION
WiTH AND INTO
NOBLE ENERGY PRODUCTION, INC,
UNDER SECTION 251 OF TIqE
GENER2%.L CORPORATION LAW
OF THE STATE OF DELAWARE
Pursuant to Section 251 (c) of the General Corporation Law of thc State of
Delaware (the "DGCL"), Noble Energy Production, [nc. ("NEPI"), a Delaware
corporation, hereby certifies the following intbnnation relating to the merger (the
"Merger") of Patina Oil & Gas Corporation, a De]awm'e corporation ("Patina") with and
into NEPi.
1. The name and state of incorporation of each of the constituent
corporation~ in the Merger (the "Con,tituant Corporations") is as Follows:
State of Incorporation
Noble Energy Production, Inc.
Patina Oil & Gas Corporation
Delaware
Delaware
2. Thc Agreement and Plan of Merger (the "Merger Agreement") dated a~
of December 15.2004, by and among Noble Energy, Inc,, a Delaware corporation
("Noble Energy"), NEPI, a wholly owned subsidiary of Noble Energy, and Patina, setting
forth the terms and condition~ of the Merger, has been approved, adopted, certified,
executed and acknowledged by each of lhe Constituent Corporations in accordance with
Section 25l of the DGCL.
3, The name of the corporation surviving the Merger is Noble Energy
Production, Inc. (the "Surviving Corporation").
4 The certificate of incorporation of the Surviving Corporation shall be
its certificate of ineorporafiom
5, The e×acuted Merger Agreement is on file at the pr/ncipal place of
business of the Stm, iving Corporation at the following address:
05/16/20~5 16:07
SKARDEL I
a 1696584FJ913E~27393673
699
Q03
Noble Energy Production, Inc.
100 Glenborough, Suite 100
Houston, Texas 7706'/-3610
Attention: General Coungel
6. A copy of the Merger Agreement will be fimlished by the Surviving
Corporation, on rsquest and without cost, to any stockholder of either of the Constituent
Corporations,
2005.
This Certificate of Merger has been executed on this 16th day of May,
NOBLE ENERGY PRODUCTION, INC.
By;. /s/Charles D. Davidson
N,-mle: Charles D. David~on
Title: President
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