HomeMy WebLinkAbout20073918.tiff 111111111111111111111111 I I 111111 111111111 I
3527696 01/07/2008 04:64? Weld County, CO
1 of 4 5 21.00 D 0.00 Steve Moreno Clerk& Recorder
Delaware PAGE 1
696 Tie First State
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:
"SOLO 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 1I:45 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT 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.
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a o�y a�n�Ss�gi Harriet Smith Windsor,Secretary or State
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3527696 01/07/2008 04:54P Weld County, CO Stare of Delaware
• 2 Of 4 R 21.00 0 0.00 Steve Moreno Clerk& Recorder Secretary of State
Division or Corporations
Delivered 11:39 AM 08/28/2007
FSlED 11:45 AM 08/28/2007
SAW 070962995 - 3897024 FILE
CERTIFICATE OFOWNELISHIP
MERGING •
SOCO WATTENBERG 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, Ina, a Delaware corporation (the 'Corporation"), incorporated on December 15,
2004,hereby certifies the following:
I. The Corporation owns 100% of the outstanding capita] 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$xlubit 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 1;2007,at 12:02 am.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership to
be executed by an authorized officer of the Corporation,the far day of August,2007.
NOBLE ENERGY PRODUCTION,INC.
•
By: t�G(.e44
Name:Chris Tong
Tide:Vice President—Finance rdilli5Treasurer
•
•
e601JZ®r2r4 HOUSTON 511641.1
HIV H11111111111111111I11111008 04:54P 1IIIII111111111II111111
3 of 4 R 21.00 0.00 Steve Moreno Clerk& Recorder
Patina San Juan Merger, the SOCO Merger and the U.S. Exploration Merger, and as such,the
Board hereby approves the Patina ENR Merger, the Patina Oklahoma Merger, the Patina San
Juan Merger,the SOCO Merger and the U.S.Exploration Merge whereby each of Patina BNR,
Patina Oklahoma,Patina San Than,SOCO and U.S,Exploration will be merged with and into the
. Corporation and ail of the outstanding Shares of the capital stock will be converted into one share
of the capital stock of the Corporation,which share shall then be cancelled with no compensation
being paid therefor, all in compliance with the provisions of Section 253 of the Delaware
General Corporation Law;
RESOLVED FURTHER, that the effective time of each of the Patina BNR Merger, the
Padua Oklahoma Merger, the Patina San Juan Merger, the SOCO Merger end the U.S.
Exploration Merger shall be such time as the Certificate of Ownership is duly filed with the
office of the Secretary of State of Delaware;provided,however, that for the purposes of the
bookkeeping and accounting records of the Corporation and Patina BNR, Patina Oklahoma,
Patina San Juan, SOLO and U.S. Exploration, each of the Patina BNR Merger, the Patina
Oklahoma Merger, the Patina San Juan Merger, the SOCO Mergerand the U.S, Exploration
Merger shall be deemed to have been effective es of September 1,2007;
RESOLVED that the officers of directed to consummate the Patna BNR Merger,the the
Corporation
Merger, Patina y authorized and
Juan Merger, the SOCO Merger and the U.S, Exploration Merger and to take or cause to be
taken any and all actions,to make all payments and to execute,acknowledge and deliver any and
all certificates, opinions, documents and other instruments in such form as in such officers'
,judgment may be necessary,proper or convenient to cause the Patina BNR Merger,the Patina
Oklahoma Merger, the Patina San Juan Merger, the SOCO Merger and the U.S. Exploration
Merger.
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• 1111111II11111111111111 III 11111 11111110 111111 111I IIII
3627696 01/07/2008 04:54P Weld County,CO
4 of 4 R 21.00 D 0.00 Steve Moreno Clerk&Recorder
•
Exhibit A •
Resolutions adopted by the Board of Directors
• of Noble Energy Production,Inc.
Relating to the Merger of Patina B B,Patina Oklahoma,Nina San lath.SOCO and U.S,
Exploration
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"Patina
BNR Merger");
WHEREAS,it has been proposed that Patina Oklahoma be merged with and into the
Coipuration,with the Corporation being the surviving business entity in such merger(the'Patig0
OklahomaMeract");
WHEREAS,it has been proposed that Patina San Juan be merged with and into the
Corporation,with the Corporation being the eurviving business entity in such merger(the'Patina
San Juan Merger");
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 US.Exploration be merged with and into the
Corporation,with the Corporation being the surviving business entity in such merger(the"PA.,
S
exploration Merger");
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 BNB,Patina Oklahoma,
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 SOCO Merger and the U.S.
Exploration Merger be converted into ono 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 •
the U.S.Exploration Merger.
NOW,THEREFORE,BE rr RESOLVED,that the Board,in its best business judgment,
deems it advisable and in the bast interests of the Corporation and its stockholder for the
Corporation to enter into each of the Patina BNR Merger,the Patina Oklahoma Merger,the Si
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