HomeMy WebLinkAbout972846.tiff099
State of Delaware
Office of the Secretary of State
PAGE 1
I,- EDWARD- J- FREEL, SECRETARY- OF STATE OF THE STATE OP
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"GERRITY OIL & 9Au+CORPORATION",. A ,BELAWARE CORPORATION,
WITH AND, TAT07tPAT'YNIE C1IL:I4 GArCO!$tORATdON" UNDER THE NAME
OF "PATINA OZL & GAS CORPORATION", A'OORPOjtATION-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'CLOCKP.M.
2544079 B-1602 P-89 04/22/1997 11:51A PG 1 OF 4 REC - DOG
Weld- County- CO. JA Saki Tkukamoto Clerk & Recorder 21.00
2582358 8100M
971106058
r
Edward J. Free!, Secretary of State
AUTHENTICATION:
DATE:
8400679
04-01-97
I
MGR 26'97 13:26 FR UE LLP HOU 10 X2346 713 750 5097 TO 913026555049
P.02
CERTIFICATE OF OWNERSHIP AND MERGER
of
GERRITY OIL & GAS CORPORATION
with and irate
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"Corpnratinn") fpl 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 constituent corporations
of the merger is as follows:
STATE OF
NAME INCORPORATION
Patina Oil & Gas Corporation Delaware
Gerrity Oil & Gas Corporation Delaware
SECOND: The Corporation owns all of the issued and outstanding capital stock of the
Subsidiary.
THIRD: Attached hereto as Exhibit A is a true 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:
kbrrtryNuootphuypolgodoo
Executive Vice President
and Chief Operating Officer
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MPR 26'97 13:26 FR LE LLP NO.1 10 X2346 713 750 5097 TO 913026555049 P.03
EXHIBIT A
WHEREAS, the Corporation is die 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, property, rghts, privileges and frao.bism of the Subsidiary, and
WHEREAS, the Board of Direaon of the Corporation believes it is in the beat interests
of the Corporation to merge the Subsidiary with and into itselQ
NOW, THEREFORE, IT IS RESOLVED, that the Corporation merge the Subsidiary
with and into the Corporation that the separate existence of the Subsidiary Cases at the Effective
Tune (hereafter defined), and that the Corporation, as the surviving corporation of the merger
pursuant to Section 253 of the General 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 Ddaware (such actions,
collectively, being called the "Merger").
RESOLVED, that the Merger be, and hereby is, approved
RESOLVED, that the Meager be effraive (the "Effective Time") 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, the, at the Effective Time, the Corporation, without further action, as
provided by the laws of the State of Delaware, succeed to and posses all the rights, privileges,
powers, and fnorltiaes of a public as well as of a private nature, of the Subsidiary; and all
property, realpersonal and rated, and all debts due on whatsoever account, including
subscriptions to share, and all other cases in action. and all and every other interest of or
belonging to or due to the Subsidiary shall be vested in the Corporation without Rather act or
deed; and all property, rights, privileges, powers and franchises, rod all and every other interest
shall thereafter be as effectively the property of the Corporation as they were of the Subsidiary,
and the title to any pal estate, or any Sava therein, vested in the Corporation or the Subsidiary
by deed or otherwise shell not revert or be in any way impaired by reason for the Merger. The
Corporation shall thenceforth be responsible and Sable to all debts, abilities. and duties of the
Subsidiary, which may be enforced against the Corporation to the same extent as if those debts,
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MAR 26.97 13:26 FR l.E LLP HOU 10 X2346 713 758 5097 TO 913026555049 P.04
liabilities, and duties had been incurred or contracted by the Corporation. Neither the rights of
creditors nor any liens 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 ins
effect immediately before the Effective Time shall be, respectively, the Certificate of
Incorporation and the Bylaws of the Corporation at and after the Effective Tame until amended as
provided by law.
RESOLVED, that, at the Effective Time, each share of Common Stock and Preferred
Stock of the Subsidiary be canceled.
RESOLVED, that each of the persons who were serving as an officer of the Corporation
immediately before the Effective Time shall be an officer of the Corporation at and after the
Effective Tune, with the same title as previously held.
RESOLVED, that each of the persons who were serving as a 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 admowledge in the as= and on behalf of the Corporation
a Certificate of Ownasbip and Merger setting forth, among other things, a copy of these
resolutions and the date of their adoption; and that each such officer is hereby authorized and
directed to cause the executed Certificate of Ownership and Merger to be filed in the Office of the
Secretary of State of the State ofDelaware and to cause certified copies of that Certificate to be
recorded in the Offices of the Recorder of Deeds of the appropriate ccuntie, all in accordance
with Sections 103 and 253 of the DGCL.
RESOLVED, that the officers of the Corporation be, and each hereby is, authorized in the
name and on behalf of the Corporation to do and perform or to Prase to be done and performed
all acts and things as such officer or officers shall deem necessary, advisable, or appropriate to
implement the foregoing resolutions; and to execute and deliver any agreement (including without
limitation any supplemental indemares or similar documents), certificates. directions,
repon.. iss ances,legal-opinions, and other instruments or doaunems ofevery character,
and to do and perform or cause to be done or performed any other acts and things as sub officer
or officers of the Company dell deem necessary, advisable, or appropriate to comply with the
purposes and intent of the foregoing resolutions.
RESOLVED, that any and all action taken by any pauper officer of the Corporation prior
to the date this Consent is actually executed in effecting the purposes of the foregoing resolutions
is hereby ratified, approved. confirmed. and adopted in all respects.
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