HomeMy WebLinkAbout20073914.tiff - iiiiuhlilli 111111111111111111111111I1111111111111) lilt
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3527696 01/0712008 04:54P Weld County, CO
1 of 4 R 21.00 D 0.00 Steve Moreno Clerk & Recorder
Vetaware PAGE 1
'The First State
696
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I, HARRIET SMITH WINDSOR, 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:
"SOCO WATTENBERG CORPORATION" , A DELAWARE CORPORATION,
WITH AND INTO "NOBLE ENERGY PRODUCTION, INC. " UNDER THE NAME
OF "NOBLE ENERGY PRODUCTION, INC . " , A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF AUGUST, A _ D .
2007, AT 11 : 45 O ' CLOCK A . M.
AND I DO HEREBY FURTHER CERTIFY TEAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE FIRST DAY OF
SEPTEMBER, A . D . 2007, AT 12 : 02 O ' CLOCK A .M.
�1 AWV'S
�'° 9.c..". 1C4i..
Harriet Smith Windsor, Secretary of State
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2257607 6100M ° QQ AUTHENTICATION: 6038617
071069253 4CA a \ DATE : 10-01 -07 D7- 314
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3527696 01/07/2008 04:54P Weld County, CO State of Delaware
2 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder Secretary of state
Division of Corporations
Delivered 11:39 Ah1 08/28/2007
FIND 11:45 AM 08/28/2007
SRV 070962995 - 3897024 FILE
CERTIFICATE OF OWNERSHIP
MERGING
SOCO WATIENBERG CORPORATION
• (a Delaware corporation)
WITH AND INTO
NOBLE ENERGY PRODUCTION,INC.
(a Delaware corporation)
Pursuant to Section 253 of the Delaware General Corporation Law, Noble Energy
Production, Inc., a Delaware corporation (the "Corporation"), incorporated on December 15,
2004,hereby certifies the following:
1• The Corporation owns 100% of the outstanding capital stock of SOCO Wattenberg
Corporation,a Delaware corporation("SOCO"),incorporated on March 18, 1991. ,
2. The Corporation, by resolutions of its Board of Directors attached hereto as xhibft A
duly adopted by unanimous written consent dated August 17, 2007,determined to merge
into itself said SOCO.
3. The merger is to become effective on September I,2007,at 12:02 a.m.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership to
be executed by an authorized officer of the Corporation,the J day of August,2007.
NOBLE ENERGY PRODUCTION,INC.It/
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By1 '- 1
Name:Chris Tong
Title:Vice President—Finance reasurer
060132 003224 HOUSTON 542641.1
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3527696 01l0�/2008 04:54p Weld County, C0
3 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder
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Patina Sen Jnan Merger, the SOCO Margec and tha U.S. BxploraHon Metgor, and as such,fl�e
Board herebY ePtxrn'as the Patina SNR Mergai, Ure Patina Oklahoma Merga, the PaHna San
Juen Magec,the 9OCO Merger and the U,S. Expiotation Merger,whateby each of Patina HNR,
Paena Oklahoma,Patine Saa Juan,SOCO end U.S,Exploration will be mergcd with and iato the
Co�pora6on and ali of tha outstendiag shar�of the capita]stock w11S be oonverted into one share
of tha capital stock of the Cotporation,wbich ahere ahep then be canaellal with no campensation
baug paid therefor, att iq crnppiience tvlth tlie px�vigiona of Section 253 of Wa Dtlawarc
Qenetal Crn�noiation Law;
RESOLVED FURTI�R,that tfie effective time of each of the PaUaa HNR Margar,khe
Padaa Oklahoma Macgac, the Patine San Jaan Merger, the SOCO Merger and thc U.S.
BxploraHon Merger ehal! be such timo ae tha CertiBcate of Ownaehip ia duly filad wtth the
office of ihe Soererery of Stak of Delawere;provided, however, that for tho puc�wsfts of the
bookkeeping and sccounting reoorde of tha Craporetion and Patine BNR, Pa13na Oklahoma,
Pstina San 7aan, 3OCO and U.S. Exptoration, aach of the Padne HNR Mergar, iha Patit�a
Oklahoma Merger, iha PaNna San Juan Mer�er, ihe SOCO Marger and the U.S, 8xptoration
Merger ahell be de�emed to hsvc been effective as of 3eptember i,2067;
RESOLVED FiTRTHgR, fhat the oflioere of the Corporation srp hereby authorized and
dzrected to oonswnmate tha Pazina BNR Mergar, tMa Patina Okiehamq Mager, tha Patina San
Juan Marger, tlre SOCO Mecger mul tha U.S. Bxplorattoa Mmg� and to ceka or ceuea to be
taken any and all actiona,to make atl paym�ts eod to mcecutq acknowlodge anJ doliver anq and
sll cati$cates, opnriona, docx�aro�rte and othar inshvmente in sach form ae id snch of6cers'
jud8mant may he neceaeaTR P�Por or coavenient to causa iha Patina BNR Merga�,ffie Padna
Oktshoma Mergar, Uan Patina 3an Juan Marger, the SOC� Marger and the U.S. ExploraGon
Merger.
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3527696 01/0712008 04:54P Weld County, CO
4 of 4 R 21 .00 D 0.00 Steve Moreno Clerk & Recorder
gxhibit A
Resoluttons adopted by the Board of Directors
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of Noble Energy Production, Inc.
Relatini to the Merger oflatina BNB.. Psi 11 Okiaborna. Patina Hp> palb S9cQ U.S!
Exuloration
WHEREAS, it has been proposed that Patina BNR be merged with and into the
Corporation, with the Corporation being the surviving business entity in such merger (the "Patine
elafR Merger");
WHEREAS, it has been proposed that Patina Oklahoma be merged with and into the
Corporation, with the Corporation being the surviving business entity in such merger (the "Patina
Ok)aluania Merger");
WHEREAS, it has been proposed that Patina San Juan be merged with and into the
Corporation, with the Corporation being the surviving business entity in such merger(the 'Patina
San Juan Me ger");
WHEREAS, it has been proposed that SOCO be merged with and into the Corporation,
with the Corporation being the surviving business entity in such merger (the "SOCO Merger");
WHEREAS, it has been proposed that U.S. Exploration be merged with and into the
Corporation, with the Corporation being the surviving business entity in such merger (the 1_71
Exploration Merin");
WHEREAS, under the terms of each of the Patina BNR Merger, the Patina Oklahoma
Merger, the Patina San Juan Merger, the SOCO Merger and the U.S. Exploration Merger, all of
the issued and outstanding shares of the capital stock of each of Patina BNR, Patina Oklahoma,
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Patina San Juan, SOCO and U.S. Exploration shall by virtue of the Patina BNR Merger, the •
Patina Oklahoma Merger, the Patina San Juan Merger, the SOLO Merger and the U.S.
Exploration Mexget be converted into one share of the capital stock of the Corporation, which
share shall subsequently be automatically cancelled with no compensation being paid therefor;
and
WHEREAS, after careful review and consideration, the Board has determined, in its best
business judgment, that it would be in the best interest of the Corporation to effect the Patina
BNR Merger, the Patina Oklahoma Merger, the Patina San Juan Merger, the SOCO Merger and • 3
the U.S. Exploration Merger.
NOW, THEREFORE, BE IT RESOLVED, that the Board, in its best business judgment,
deems it advisable and in the best interests of the Corporation and its stockholder for the
Corporation to enter into each of the Patina BNR Merger, the Patina Oklahoma Merger, the
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060132 003224 HOUSTON 542641-I
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