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C RECEIVED B4/Z9 18: 16 1991 AT 713 Z12 PACE 19 (PRINTED PACE ID) <br /> 04/29/9 18:12 ANT BY STOFE PIOW LAW FIRM N7 010 <br /> CERTIFICATE OF OWNERSHIP AND MERGER <br /> MERGING <br /> SOtM=STERN CZMENT ENTERPRISES, INC. <br /> INTO <br /> SOUTHDOWN, INC. <br /> SOUTHDOWN, INC. , a Louisiana corporation, pursuant to <br /> Section 112 (G) of the Louisiana Business Corporation law and <br /> Sections 251(d) 1 252 (d) , and 253 of the Delaware General Corpora- <br /> tion Law, hereby certifies: <br /> FIRST: That it is a corporation incorporated on April <br /> 4, 1930 pursuant to, and is duly organized and existing under, <br /> the Louisiana Business corporation Law, the provisions of which <br /> permit the merger of a subsidiary corporation of another state <br /> into a parent corporation organized and existing under the laws <br /> Of Louisiana; <br /> SECOND: That it owns all the outstanding shares of <br /> stock of Southwestern cement Enterprises, Inc. , a corporation <br /> incorporated pursuant to, and duly organized and existing under, <br /> the Delaware General Corporation Law: <br /> THIRD: That the laws of the State of Louisiana and the <br /> State of Delaware permit a merger of a wholly-owned Delaware <br /> subsidiary corporation into its Louisiana parent corporation; <br /> FOURTH: That SOUTHDOWN, INC. , by the following resolu- <br /> tions duly adopted by its Board of Directors at a mooting held on <br /> April 24 , 1991, such resolutions having not been rescinded and <br /> being in full force and effect on the data hereof, designated the <br /> Merger Committee of the Board of Directors: <br /> RESOLVED, that the board hereby designates, <br /> pursuant to La. R.S. 12:81(C) (7) , a committee of <br /> the Board of Directors, which committee shall be <br /> deignated the merger Committee, and shall consist <br /> of the folowing two directors of Southdown, Inc. , <br /> Clarence C. Comer and Edgar J. Marston III (with a <br /> third director of Bouthdown, Inc. , Fentress <br /> Bracewell, hereby named as the alternate member to <br /> replace any absent or disqualified regular <br /> members) , and which merger Committee shall have and <br /> may exercise all of the powers of the Board of <br /> Directors with respect to authorizing and effecting <br /> the following mergers, and shall have power to <br /> authorize the seal of the corporation to be affixed <br /> to any documents relating to any of the following <br /> mergers: <br />