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I RECEIVED 24/29 10:19 1991 AT 713 212 PANE 14 (PRINTED PAGE 14) <br /> 04/29i91= 16:15 SEMI EY STp1•E PIGMIPUAW FIRM NO 014 <br /> i <br /> RESOLVED, that Southdown, Inc. merge into <br /> itself its subsidiary, touthweatern cement Enter- <br /> prises, Inc. , and assume all of southwestern cement <br /> Enterprises, Inc. 's liabilities and obligations, <br /> effective as of 9:00 a.m. , Central Daylight Time, <br /> on April 29, 1991; <br /> FURTHER RESOLVED, that the Chairman of the <br /> board of Directors, the President or any Vice Pres- <br /> ident and the Secretary or any Assistant secretary <br /> of this corporation be and they hereby are directed <br /> to make, execute and acknowledge a certificate of <br /> ownership and merger setting forth at copy of the <br /> resolution to merge Southwestern cement <br /> Enterprises, Inc. into this corporation and to <br /> assume Southwestern cement Enterprises, Inc. '$ <br /> liabilities and obligations and the date of adop- <br /> tion thereof and to file the same in the Office of <br /> the Secretary of State of the State of Delaware and <br /> a certified copy thereof in the Office of the <br /> Recorder of Deeds of New Castle Countyi <br /> FURTHER RESOLVED, that the President or any <br /> Vice President and the Secretary or any Assistant <br /> Secretary of this corporation be and they hereby <br /> are dlreetod to sign and acknowledge a certificate <br /> setting forth a copy of the resolution effecting <br /> the merger of Southwestern cement Enterprises, Inc. <br /> into this corporation and the date of adoption <br /> thereof and to file the same in the Office of the <br /> Secretary of State of the State of Louisianal <br /> £URTIMR RESOLVED, that the proper officers of <br /> this corporation bar and each of them hereby is, <br /> directed to file a duplicate original of the cer- <br /> tificate of merger issued by the Secretary of State <br /> Of the State of Louisiana for record with the <br /> recorder of mortgages in Orleans Parish in the <br /> State of Louisiana; <br /> FURTHER RESOLVED, that the officers of this <br /> corporation be, and the same hereby are, authorized <br /> to execute such other documents as may be required <br /> to implement the merger contemplated by these reso- <br /> lutions and to do all acts and things whatsoever, <br /> whether within or without the State of Louisiana or <br /> Delaware, that may be necessary or desirable to <br /> effect said mergers and <br /> FURTHER RESOLVED, that this corporation shall <br /> survive such merger and agrees that it may be <br /> served with process in the State of Delaware in any <br /> proceeding for enforcement of any obligation of <br /> - 5 - <br />