HomeMy WebLinkAbout972840.tiffofn
State of Delaware
Office of the Secretary of State
PAGE 3.
I, EDWARD .1. FREEL, 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:
"GERRITY OIL &41i�CORPORATION„;A,pELAWARE CORPORATION,
r• r ,a •
WITH AND, 1PITO P11T N14`t4 IL` t dAq' COR#.iORATZON" UNDER THE NAME
OF "PATINA OIL & GAS CORPORATION", A O0RPb 2ATIOii ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE TWENTY-SIXTH DAY OF MARCH, A.D.
1997, AT 4:30 O'CLOCICP.M.
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Weld County CO JA Suki hukamoto Clerk & Recorder 21.00
2582358 8100M
971106058
Edward J. I reel, Secretary of State
AUTHENTICATION:
DATE:
8400679
04-01-97
i ,
a
MAP 26'97 13:26 FR VE LLR N0U 10 X23.16 713 758 5097 TO 913026555049 P.02
CERTIFICATE OF OWNERSHIP AND MERGER
of
GERRITY OIL & GAS CORPORATION
with and into
PATINA OIL & GAS CORPORATION
(Pursuant to Section 253 of the General Corporation Law of
the State of Delaware)
Patina Oil & Gas Corporation, a Delaware corporation (the "Corporation"), for the_purpose
of merging Gerrity Oil & Gas Corporation, a Delaware corporation (the "Subsidiary"), with and into
the Corporation, hereby certifies as follows:
FIRST: The name and the state of incorporation of each of the constinent corporations
of the merger is as follows:
STATE OF
NAMP INCORPORATION
Patina Oil & Gas Corporation
Gerrity Oil & Gas Corporation
Delaware
Delaware
SECOND: The Corporation owns all of the issued and outstanding capital stock of the
Subsidiary.
THIRD: Attached hereto as Exhibit A is a truce and correct copy of the resolutions
adopted on March 20, 1997, by the Board of Directors of the Corporation approving the
merger of the Subsidiary with and into the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its
officer thereunto duly authorized on the 21st day of March, 1997.
PATINA OIL & GAS CORPORATION
By:
h: %sheryNunetparihuyxy,A,yt,gf,dpc
). Cree
Executive Vice President
and Chief Operating Officer
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MAR 26'97 13:26 FR LE LLP HW 10 X2346 713 758 5L"31 TO 913026555049 P.03
EXHIBIT A
WHEREAS, the Corporation is the owner of all of the issued and outstanding shares of
capital stock of Gerrity Oil & Gas Corporation (the "Subsidiary);
WHEREAS, the Corporation desires to merge the Subsidiary with and into itself and to
possess of all the estate, pioyoty, rights. privileges and franchises of the Subsidiary; and
WHEREAS, the Board of Directors of the Corporation believes it is in the best interests
of the Corporation to merge the Subsidiary with and into itself.
NOW, THEREFORE, IT IS RESOLVED, that the Corporation merge the Subsidiary
with and into the Corporation, than the separate existence of the Subsidiary ceases at the Effective
Time (hereafter defined), and that the Corporation, as the surviving corporation of the merger
pursuant to Section 253 of the Geoent Corporation Law of the State of Delaware (the "DGCL"),
continue to exist by virtue of and be governed by the laws of the State of Delaware (such tenon,
collectively, being called the "Merge").
RESOLVED, that the Merger be, and hereby is, approved.
RESOLVED, that the Merger be effective (the "Effective Tine") upon the filing of a
Certificate of Ownership and Merger relating to the Merger with the Secretary of State of' the
State of Delaware in accordance Sections 103 and 253 of the DGCL.
RESOLVED, that, at the Effective Time, the Corporation, without further action, as
provided by the laws of the State of Delaware, succeed to and possess all the rights, privileges,
powers, and franchises of a. public as well as of a private nature, of the Subsidiary; and all
property, real, personal and mixed, and all debts due on whatsoever account, including
subscriptions to shares, and all other chose* in action, and all and every other interest, of or
belonging to or due to the Subsidiary shall be vested in the Corporation without further act or
deed; and all property, tights, privileges, powers and franchises, and all and every other intact
shall thereafter be as effectively the property of the Corporation as they were of the Subsidiary,
and the title to any teal estate, or any interest therein, vested in the Corporation or the Subsidiary
by deed or otherwise shall not revert or be in any way impaired by reason for the Merger. The
Corporation shall thenceforth be responsible and liable to all debts. habdities, and duties of the
Subsidiary. which may be extorted against the Corporation to the same suet as if those debts,
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MGR 26'97 1326 PR tt ALP RCU 10 X2346 713 750 5097 TO 913026555049 P.OJ
liabilities, and duties had been incurred or cornracted by the Corporation Neither the rights of
creditors nor any bens upon the property of the Subsidiary or the Corporation shall be impaired by
the Merger.
RESOLVED, that the Certificate of Incorporation and the Bylaws of the Corporation as in
effect immediately before the Effective Time shell be, respectively, the Certificate of
Incorporation and the Bylaws of the Corporation at and after the Effective Tune until amended es
provided by law
RESOLVED, that, at the Effective Time, each share of Common Stock and Preferred
Stock of the Subsidiary be carted.
RESOLVED, that each of the persons who were saving as en officer of the Corporation
irrunedieae ly before the Effective Time shall be an officer of the Corporation at and efter the
Effective lime, with the sane title as previously held.
RESOLVED, that each of the persons who were serving as e director of the Corporation
immediately before the Effective Tune shall be a director of the Corporation at and after the
Effective Time.
RESOLVED, that any officer of the Corporation be, and each of them hereby is,
authorized and directed to execute and acknowledge in the name and on behalf of the Corporation
a Certificate of Ownership and Merger setting forth, among ocher things, a copy of these
resohnions and the date of their adoption; and that each such officer is hereby authorized and
directed to mice the executed Certificate of Ownership and Merge to be filed in the Office of the
Secretary of State of the State ofDdaware and to cause certified copies of that Certificate to be
recorded in the Mom of the Recorder of Deals of the appropriate counties, all in accordance
with Sections 103 and 253 of the DGCL.
RESOLVED, that the offices of the Corporation be, and eadt hereby is, authorized in the
name and on behalf of the Corporation to do and perform or to cause to be done and performed
all eons and things as such officer or offices shall deem necessary, advisable, or appropriate to
implement the foregoing resolutions; and to estecute and deliver any agreement (including without
limitation any supplemental indentures or shinier documents). certificates, directions,
representations, issurmoes,.legal opinions, and other instruments or documents of every character,
and to do and perform or cause to be done or performed any other acts and things es such officer
or officers of the Company shall dean necessary; advisable, cc appropriate to comply with the
purposes and intent of the foregoing resolutions.
RESOLVED, that any and all action taken by any proper officer of the Corporation prior
to the date this Consent is 'cruelty caged in effecting the purposes of the foregoing resolutions
is bet oby ratified, approved, confined, and adopted in all respects.
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