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ARTICLES OF MERGER
OF MAGNOLIA PETROLEUM COMPANY
with and into
SOCONY MOBIL OIL COMPANY, INC.
Pursuant to Article 5.07 of the Texas Business Corporation Act
Pursuant to the provisions of Article 5.07 of the Texas Business Corporation Act, the undersigned
domestic and foreign corporations adopt the following Articles of Dierger for the purpose of merging them
into one of such corporations.
1. The names of the undersigned corporations and the States under the laws of which they are
respectively organized are:
None of Corporation State
Magnolia Petroleum Company _ Texas
Socony ilfobil Oil Company, Inc. New York
2. The laws of the State of New York permit such merger.
3. The name of the surviving corporation is Socony Mobil Oil Company. Inc.. and it is to be
governed by the laws of the State of A'ew York.
4. The following Plan of Merger .vas approved by the sole shareholder of the undersigned domestic
corporation in the manner prescribed by the Texas Business Corporation Act, and was approved by the
undersigned foreig~t corporation in the manner prescribed by the laws of the State of New York
Plan of Merger
of
Magnolia Petroleum Company
with and into
Socony Afobil Oil Company, Inc.
i (1) The names of the corporations proposing to merge are Magnolia Petroleum Company and
Socony Mobil Oil Company, Inc.
(2) The name of the corporation into which they propose to merge, which is hereinafter designated
as the Surviving. Corporation, is Socony Mobil Oil Company, Inc.
(3) The state under whose laws the Surviving Corporation is to be governed is 1~'ew York, and
~ the address of the principal office of the Surviving Corporation in the State of A'ew York is 150 East
42nd Street, New York, N. Y.
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(4) All of the shares of capital stock of the merging corporation, Magnolia Petroleum Company,
are owned by the Surviving Corporation, and therefore such shares will not be converted into shares or
other securities or obligations of the Surviving Corporation, but will be retired and cancelled upon the '
merger's being effected.
(5) When the merger is effected
(a) 1agnolia Petroleum Company and Socony Mobil Oil Company, Inc. shall become and
be a single corporation, which shat! be Socony Mobil Oil Company, Inc., the Surviving Corporation
hereinbefore designated. f
(b) The separate existence of Magnolia Petroleum Company shall cease. .
(c) All and singular, the rights, privileges, immunities and franchises except as restricted by
law, as well of a public as of a private nature; of Magnolia Petroleum Company, and all of the
estate and property, real, personal, and mixed, and all debts due on whatever account, and all other
choses in action, and all and every other interest, of or belonging to or due to Magnolia Petroleum
Company, shall be taken and deemed to be transferred to and vested in the Surviving Corporation
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