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Name Change of Subsidiary Entities <br /> RESOLVED, that the officers of the Corporation are hereby authorized and directed to <br /> execute and deliver any and all amendments, filings, certificates or other documents to effect the <br /> name change of the following subsidiaries which are owned by the Corporation: Southdown <br /> California Aggregates, Inc., Southdown Finance, Inc., Southdown Concrete Products, Inc., <br /> Southdown California Cement LLC, Southdown SMI Holdings LLC, Southdown Environmental <br /> LLC and Canadian Medusa Cement Ltd., including any filings which are necessary in those states <br /> where such entities are qualified to transact business as a foreign corporation or entity,or where the <br /> conduct of each of such entity's business would require such a filing; and further <br /> General <br /> RESOLVED, that each of the officers of the Corporation be, and hereby is, in accordance <br /> with the foregoing resolutions, authorized, in the name and on behalf of the Corporation,to prepare, <br /> execute and deliver any and all certificates, agreements, amendments, instruments, reports, <br /> schedules, statements, consents, documents and information (including any certificates or filings <br /> with applicable governmental authorities and any and all amendments to Bylaws or other governance <br /> documents to reflect the name change) and to incur all such fees and expenses as in such officer's <br /> judgment shall be necessary, appropriate or advisable with respect to the transactions contemplated <br /> by the foregoing resolutions, and to take all other actions that such officer deems necessary, <br /> appropriate or advisable in order to comply with the applicable laws and regulations of any <br /> jurisdiction, or otherwise to effectuate and carry out the purposes of the foregoing resolutions and <br /> to permit the transactions contemplated by the foregoing resolutions to be lawfully consummated, <br /> the taking of any such actions and the execution of any such agreements or other documents <br /> conclusively to evidence the due authorization thereof by the Corporation; and further <br /> RESOLVED,that all lawful actions previously taken by any officer,director, representative <br /> or agent of the Corporation, by or on behalf of the Corporation or any of its affiliates in connection <br /> with the acts, transactions and agreements contemplated by the foregoing resolutions be, and each <br /> of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed <br /> of the Corporation; and further <br /> RESOLVED, that the Secretary or the Assistant Secretary of the Corporation be, and each <br /> of them hereby is, authorized and empowered to certify as to all matters pertaining to the acts, <br /> transactions or agreements contemplated in the foregoing resolutions. <br /> -3- <br /> S YMOMB\0784 I 0\OOA001 <br /> HOUSTON\RESOLUTION_NAME CHANGE TO CEMEKDOC <br /> 2/23/01--10 14 AM <br />