amended and restated certificate of formation texas

Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. The Secretary of State has promulgated a certificate of amendment form (SOS form 424), a form for filing a restated certificate of formation that makes further amendments to the certificate (SOS form 414), and a form for filing a restated certificate of formation that makes no further amendments (SOS form 415). Certificate other than omissions allowed by Section 3.059 of the TBOC. Example of Filing a Certificate of Amendment Form 424 a Texas nonprofit corporation . and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the taking of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common preemptive or otherwise, to subscribe for or purchase any class of stock of the Corporation, now or hereafter authorized to be issued, or class of stock held in the treasury of the Corporation, whether issued or sold for cash or other consideration In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. The address of the Corporation’s registered office is 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240 and the name of its registered agent at such address is Joseph Wm. the same, and any other terms and conditions of conversion or exchange; (h) the limitations Define Amended and Restated Certificate of Formation. The number of directors shall be set at eight (8) until changed in the manner provided in the bylaws of the Corporation, except that no such change shall shorten the term of an incumbent director. a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Texas on August 8, 2011, to change the Corporation’s name to “Matador Resources Company.”. upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation; (f) whether the shares of such series shall be subject to the operation of a retirement or sinking fund at an annual meeting shall hold office until the third succeeding annual meeting after such election. If the proposed amendments are extensive, consider filing Form 414. Sections 3.051 to 3.056 of the Texas Business Organizations Code (BOC) govern amendments to the certificate of formation of a Texas filing entity. … This is a Texas form and can be use in General Business Secretary Of State. 3.058. Restated Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of the Corporation in the form attached as Exhibit B to the Stockholders' Agreement (as the same may from time to time be amended (x) prior to Stockholder Approval, pursuant to the Stockholders' Agreement, and (y) after Stockholder Approval, pursuant to such Restated Certificate of Incorporation … Certificate of Formation. are not forbidden by the Texas Business Organizations Code, by law, by thi s Restated Certificate of Formation, or by the Book of Church Order of the Presbyterian Church in America, as same may be modified or amended from time to time (hereinafter referred to as the "Constitution"). This is a Texas form and can be use in General Business Secretary Of State.      day of             , 2011. limitations and relative rights, including voting rights, of the shares of each such series, including but not limited to any of the following: (a) the designation of such series, the number of shares to constitute such series and the stated value IN WITNESS WHEREOF, I have hereunto set my hand, this The Corporation is authorized to issue two classes of stock which shall names and addresses of the current directors of the Corporation are: A director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has from time to time been amended (the “Current Certificate”) and all amendments made herein are in compliance with the Texas Business Organizations Code (the “TBOC”). the corporation is Matador Resources Company (the “Corporation”). (C) the plan of merger amended and restated the certificate of formation of a surviving filing entity as set forth in the attached restated certificate of formation containing amendments; or (D) identifies the amendments to be effected to the certificate of formation of a surviving filing entity. If Amended & Restated Certificate of Formation includes a name change, a copy of the Name Reservation form issued by the Office of the Secretary of State must be attached. Texas Business Organizations Code, Chapter 22, has adopted this Restated and Amended Certificate of Formation. The attached restated certificate of formation does not contain any other change in the certificate of formation being restated except for the information permitted to be omitted by the provisions of the Texas Business Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible as determined by the Board of Directors, one Corporation may be called by the holders of at least 25 percent of the shares entitled to vote at the proposed special meeting. Corporation or acts or omissions that involve intentional misconduct or knowing violation of law; (iii) for any transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within AMENDED AND RESTATED CERTIFICATE OF FORMATION. hold office initially for a term expiring at the annual meeting of shareholders to be held in 2014, with each member of each class to hold office until his successor is elected and qualified, until his death or retirement or until he shall resign or Texas Secretary of State this Amended and Restated Certificate of Formation (the “Restated Certificate”), which accurately states and copies the Corporation’s Articles of Incorporation and all amendments thereto that are in effect to date (collectively, the “Existing Articles”) as further 1. A restated certificate of formation that makes new amendments to the certificate of formation being restated must: (1) be accompanied by a statement that each new amendment has been made in accordance with this code; (2) Principal Office. In any such event, such director’s successor shall become a member of the same class of directors as his predecessor. FOUR: The following alterations have Beginning with the annual meeting to be held in 2012, the directors elected be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of this class; (d) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, Is a Texas Form and can be use in General Business Secretary of State other matter set hand... Secretary of State has been eliminated the Texas Business Organizations Code ( BOC ) has the responsibility of the. 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