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697 Delaware PAGE 1
' fie 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:
"NOBLE ENERGY PRODUCTION, INC. ", A DELAWARE CORPORATION,
WITH AND INTO "NOBLE ENERGY, INC. " UNDER THE NAME OF "NOBLE
ENERGY, INC. ", A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE TWENTY-THIRD DAY OF AUGUST, A.D. 2007, AT 11:47
O 'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE SECOND DAY OF
SEPTEMBER, A.D. 2007, AT 12:03 O'CLOCK A.M.
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r^°So�ddry niaiII Harriet Smith Windsor,Secretary of State
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AUTHENTICATION: 6042261
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071074471 DATE: 10-02-07
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3527697 01/07/2008 04:54P Weld County, CO State of Delaware
2 of 4 R 21.00 0 0.00 Steve Moreno Clerk&Recorder Secretary of State
Division of Corperatlone
1 Delivered 11:39 A 08/28/2007
FILED 11:47 AM 08/28/2007
SRV 070963020 - 0738126 FILE
CERTIFICATE OF OWNERBmp
MERGING
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NOBLE ENERGY PRODUCTION,INC.
(a Delaware corporation)
WITH AND INTO
NOBLE ENERGY,INC.
(a Delaware corporation)
•
•
Pursuant to Section 253 of the Delaware General Corporation Law,Noble Energy,Inc.,a
Delaware corporation(the"Corporation"),incorporated on December 29, 1969,hereby certifies
the following:
1. The Corporation owns 100% of the outstanding capital stock of Noble Energy
Production,Inc.,a Delaware corporation("Noble Energy Production"),incorporated on
December 15,2004.
2, The Corporation, by resolutions of its Board of Directors attached hereto as[Ambit A
duly adopted by unanimous written consent dated August 17,2067,determined to merge
into itself said Noble Energy Production.
3. . The merger is to become effective on September I,2007,at 12:03 am.
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IN WITNESS WHEREOF,the Corporation has caused this Cettlfcato of Ownership to
be executed by an authorized officer of the Corporation,the 2200 day of August,2007.
.NOBLE ENERGY,INC. 1`
Br O 114[1 / hie
Name:ChdrVice
• TStlet Senior Vice President
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t
060132093224H0UST0N 342541.1
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3527697 01/0712008 04:54P Weld County, CO
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Resolutions adopted by the Board of Directors
•
of Noble Energy,Inc.
August 17,2037
Relating to the Approval of Merger of each of Noble Energy Production, Inc Noble
Energy LLC,and Noble Energy(Louisiana),LW Into the Company
ay
ffi WHEREAS,is a Noble Energy Production, Inc., a Delaware corporation (' 1 .
the outstanding capital stock o N Noble Ensubsidiergy Prod of the ucuchdoz with the Company owning 100%of
_ WHEREAS,Noble Energy,LLC,a Delaware limited liability company(" ] g:gy
an).is a wholly owned outstanding membership interests in Noblsidiary of ee LLC;
the Company owning 106% of the
WHEREAS, Noble Energy (Louisiana), LLC, a Delaware limited liability company
( 81! Rlt1@r),is a wholly owned subsidiary Company, with the Company
owning 100%of the outstanding membership interests inNoble Energy Louisiana;
the Com� EA%with it has been proposed that Noble Energy Production be merged with and into
Frwr¢v P .nt ..t.e..Company being the surviving business entity in such merger(the"Noble
Compa WH , it been propose!that Noble Energy LLC be merged with and into the
, with the Enerlry L--- Lealcrasei ld Company being the surviving business entity in such merger (the "Nobe
the Co WHE RM is has te proposed that Noble Energy Louisiana be merged with and into
h eCo yes ,with the Company being the surviving business entity in such merger(the"Noble
WHEREAS, under the tams of the Noble Energy Production Merger, all of the
share of
outstanding shares of the capital stock of Noble Energy Production shall be converted into one
cancelled wet con itock of the Company, which share shall subsequently be automatically compensation being paid therefor;
WHEREAS,under the tams of the Noble Energy LLC Merger as more fully describes in
the Agreement of Merger by and between the Company and Noble Energy {
has been distributed to the Board and is attached , LLC,a copy of which f
membership interests of theNobleEnergyhereto as into o t A. all of the outstanding
of the Co LW shall be converted into one share of the capital stock
compensation
nary, which share shall subsequently be automatically cancelled with no
C° ng paid therefor;
060137003n4 HOUSTON$42845.1
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3527697 0110712000 04:54P Weld County,Co
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WHEREAS,wader the terms of the Noble Energy Louisiana Merger as more fully
. described in the Agreement of Merger by and between the Company and Noble Energy
Louisiana,a copy of which has been distributed to the Board and is attached hereto as Exhibit A.
all of the outstanding membership interests of Noble Energy Louisiana shall be converted into
one share of the capital stock of the Company,which share shall subsequently be automatically
cancelled with no compensation being paid therefor,
WHEREAS,after careful review and consideration,the Board has determined,in its
business judgment,that it would be advisable and in the beat interests of the Company to effect
the Noble Energy Production Merger,the Noble Energy LLC Merger,and the Noble Energy
Louisiana Merger.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes end
approves the Noble Energy Production Merger,the Noble Energy LW Merger,and the Noble
Energy Louisiana Merger,whereby each of Noble Energy Production,Noble Energy LLC,and
Noble Energy Louisiana shall be merged with and into the Company and all of the outstanding
shares of the capital stock of Noble Energy Production and the outstanding membership interests
of Noble Energy LLC and Noble Energy Louisiana shall each be converted into one share of the
capital stock of the Company,which share shall then be cancelled with no compensation being
paid therefor,all in compliance with the provisions of Article 253 of the Delaware General
Corporation Law;and further
RESOLVED,that the Board hereby approves the form of and all the terms,provisions
and conditions contained in each of the Agreements of Merger by and between the Company and
Noble Energy LLC and Noble Energy Louisiana,respectively;and further
RESOLVED,that the effective date of the Noble Energy Production Merger,the Noble •
Energy LW Merger,and the Noble Energy Louisiana Merger shall be September 1,2007 or on
such other date as the proper officers of the Company deem necessary or appropriate;and further
RESOLVED,that the officers of the Company are hereby authorized and directed to
consummate the Noble Energy Production Merger,the Noble Energy LLC Merger,and the
Noble Energy Louisiana Merger;and fluther
RESOLVED,that the proper officers of the Company are severally authorized to provide
such notifications and take such other action as is necessary or appropriate to carry out the intent
and purpose of the foregoing resolution,
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