Laserfiche WebLink
Irn,nizu Ynbt Ill <br /> 04/29 •�•18:14 SENT BY STOW P LAW FIRM W 013 <br /> WHEREAS, later on April 29, 1991, under tha <br /> relevant laws of the states of Louisiana and <br /> Delaware, Southdown, Inc. intends to merge its then <br /> direct, wholly-owned subsidiary Southwestern <br /> Portland Cement Company into Southdown, Inc. ; <br /> WHEREAS, later on April 29, 1991, under the <br /> relevant laws of the states of Louisiana and <br /> California, Southdown, Inc. intends to merge its <br /> then direct, wholly-owned subsidiary Transmix <br /> Corporation into Southdown, Inc. , at which' time (by <br /> virtue of the pergers of Southdown Financing, Inc. , <br /> Southwestern Portland Cement Company, and Transmix <br /> Corporation into Southdown, Inc. ) Moore McCormack <br /> Resources, Inc. will be a direct, wholly-owned <br /> subsidiary of Southdown, Inc. ; <br /> WHEREAS, later on April 29, 1991, under the <br /> relevant laws of the states of Louisiana and <br /> Delaware, Southdown, Inc. intends to merge its then <br /> direct, wholly-owned subsidiary Moore ' McCormack <br /> Resources, Inc. into Southdown, Inc. , at which time <br /> Florida Mining & Materials Concrete Corp, will <br /> become a direct wholly-owned subsidiary of <br /> Southdown, Ino. ; <br /> WHEREAS, later on April 29, 1991, under the <br /> relevant laws of the states of Louisiana and <br /> Florida, Southdown, Inc, intends to merge its then <br /> direct, wholly-owned subsidiary Florida Mining & <br /> Materials Concrete Corp. into southdown, Inc. ; <br /> WHEREAS, on April 24, 1991, the Board of <br /> Directors of Southdown, Inc. , by unanimous written <br /> consent, designated, pursuant to I.M. R.S. <br /> 12:81(C) (7) , this committee of the Board of <br /> Directors, which it designated the Merger <br /> Committee, and which it made consist of the <br /> following two directors of Southdown, Inc. , <br /> Clarence C. Comer and Edgar J. Marston III (with a <br /> third director of Southdown, Inc. , Fentress <br /> Bracewell, named as the alternate member to replace <br /> any absent or disqualified regular members) , and <br /> the Board provided that this committee shall have <br /> and may exerciss all of the powers of the Board of <br /> Directors with respect to authorizing and effecting <br /> the mergers summarized above, and shall have power <br /> to authorize the seal of the corporation to be <br /> affixed to any documents relating to any of the <br /> mergers summarized above; <br /> The Merger of Southwestern cement Enterprises, Inc. <br /> into Southdown . Inc. <br /> 4 - <br />