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HomeMy WebLinkAbout1580 Z i . ~ Co r po ~p~,e.N boo p wq~ 9.L O~FO~~ P14SE~~ . without further act or deed, and be held, possessed, and enjoyed by the Surviving Corporation as fully and entirely and without change or diminution as the same were before held, possessed, and enjoyed by Magnolia Petroleum Company, and be managed and controlled by the Surviving Corpora- tion, and in its name, but subject to all liabilities and obligations of Magnolia Petroleum Company and the rights of all creditors thereof. Magnolia Petroleum Company shall from time-to-time, as and when requested by the Surviving Corporation or by its successors or assigns, execute and deliver, or cause to be executed and delivered, all such deeds and other instruments, and take or cause to be taken, such further or other action, as the Surviving Corporation may deem necessary or desir- able in order to vest or perfect in, or confirm of record or otherwise, to, the Surviving Corporation, title to, and possession of, all said estate, property, rights, privileges, immunities, and franchises acquired or to be acquired by reason of or as a result of the merger herein provided for, and otherwise to carry out the intent and purposes of this Plan of Merger. Any such deeds or other instruments may be executed and delivered in the name and on behalf of Magnolia Petroleum Company by the last acting officers thereof, or by any officers of the Surviving Corporation, or by such other persons as may be designated and authorized by the Surviving Corporation. (d} The Surviving Corporation shall thenceforth be responsible and liable for, and shall be deemed to have assumed, all the liabilities and obligations of :Magnolia Petroleum Company and shall be liable in the same manner as if it had itself incurred such liabilities and obligations; and any claim existing or action or proceeding pending by or against either of such corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in its place. A'either the rights of creditors nor any liens upon the property of either Magnolia Petroleum Company or Socony Mobil Oil Company. Inc. shall be impaired by the merger. " (e) The assets and liabilities of Magnolia Petroleum Company and Socony Mobil Oil Company, Inc. shall be taken up or continued on the books of the Surviving Corporation at the amounts at which they respectively shall be carried at that time on the books of Magnolia Petroleum- Company and Socony ~fobit Oil Company, Inc., and the net surplus of Aagnolia Petroleum Company and Socony hfobil Oil Company, Inc. which .vas available for the payment of dividends immediately prior f to the merger shall continue to be available for the payment of dividends by the Surviving Corporation. (f) The corporate entity, existence and all of the estate, property, rights, powers, privileges. ~ immunities and franchises of Socony iliobil Oil Company, Inc. shall continue unimpaired. The foregoing provisions shall not limit any statutory provisions (whether or not inconsistent herewith) applicable to the assets, rights, liabilities and obligations of Magnolia Petroleum Company and Socony \1obi1 Oil Company, Inc. (6) When Socony Mobil Oil Company, Inc. shall have filed a certificate of ownership in the New York Department of State, and when duplicate originals of Articles of bferger duly executed by Magnolia Petroleum Company and Socony Mobil Oil Company, Inc. have been delivered to the Secre- tary of State of the State of Texas, and upon issuance by said Secretary of State of a certificate of merger, the merger shall be effected. 4 S. As to each of the undersigned corporations, the number of shares outstanding, and the designation and number of outstanding shares entitled to vote on such Plan, are as follows: I4umber ~ Entitled to Vote Shares Number of Name of Corporation Outstanding Designation Shares ~ \lagnolia Petroleum Company 1,250,000 Capital stock - $100 par 1,250,000 Socony Mobil Oil Company, Inc. 48,533,247 Capital stock -$15 par _ 48,533,247 6. As to each of the undersigned corporations, the total number of shares voted for and against such Plan, respectively, was as follows Number of Shares Total Total Voted Voted Name of Corporation For Against _ ~ Magnolia Petroleum Company _ _ 1,250,000 0 Socony blobil Oil Company, Inc. _ _ . _ 0 0 . - X10 -x::15 ~9