(a) eighty million (80,000,000) shares of Common Stock having a par value of $0.01 per share (“Common Stock”), and (b) two million (2,000,000) shares of Preferred Stock, par value $0.01 per share The purpose for which the Corporation is organized is the transaction of any or all lawful business for which for-profit A filing entity may restate its certificate of formation to: (1) state the text of the certificate of formation (as amended, corrected, or restated) to include all previous amendments carried forward; or Sec. Certificate of Formation. The designations, preferences, limitations and relative rights of each are not forbidden by the Texas Business Organizations Code, by law, by thi s Restated Certificate of Formation, or by the Book of Church Order of the Presbyterian Church in America, as same may be modified or amended from time to time (hereinafter referred to as the "Constitution"). Such right of indemnification shall not be deemed … class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2012, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2013, and another class to h�bbd```b``.���A$� �dJ�a���`u0;L�H�<0�9�< Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. Corporation may be called by the holders of at least 25 percent of the shares entitled to vote at the proposed special meeting. means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … Texas Business Organizations Code, Chapter 22, has adopted this Restated and Amended Certificate of Formation. permitted by law if any such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 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. Houston, a Texas nonprofit corporation (the “Corporation”) hereby adopts this Amended and Restated Certificate of Formation (the “Restated Certificate”) to replace the original charter of the Corporation, as previously modified, restated, amended, and corrected (collectively, the “Current Certificate… 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 Amended and Restated Certificate of Formation . (“Preferred Stock”). 1, eff. The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any endstream endobj 262 0 obj <. ARTICLE IV and ARTICLE VII of the Current Certificate are wholly amended as set forth in ARTICLE IV and ARTICLE VII of this Amended and Restated 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 … (a) The procedure to adopt a restated certificate of formation is governed by the title of this code that applies to the entity. until his successor is elected and qualified, until his death or retirement or until he shall resign or be removed in the manner provided in the bylaws. of the TBOC and by the Corporation’s governing documents. made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without the determination or authorization otherwise required under the TBOC after the Corporation receives the written affirmation and      day of             , 2011. Section 1.3. This Amended Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation.. Example of Filing a Certificate of Amendment Form 424 (1) a statement that the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under Subsection (b); and (2) any other information required by other … the corporation is Matador Resources Company (the “Corporation”). The Corporation was originally formed under the laws of the State of Texas by the filing of the charter with the Texas Secretary of State on January 4, 1887. In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. No shareholder of the Corporation shall have the right of cumulative voting at any election of directors or upon any other matter. Corporation, except that no such change shall shorten the term of an incumbent director. RESTATED CERTIFICATE OF FORMATION OF FIRST PRESBYTERIAN CHURCH OF HOUSTON January 31, 2017 In accordance with the applicable provisions of the Texas Business Organizations Code, as amended from time to time (the “TBOC”), First Presbyterian Church of Houston, a Texas non-profit corporation (the “Corporation”) hereby adopts this Amended and Restated Certificate of Formation … This is a restated certificate of formation. SIX: This Amended and Restated Certificate of Formation does not contain any other change in the Current 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 The Corporation filed its original Certificate of Formation with the Secretary of State of the State of Texas on November 22, 2010 under the name “Matador 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”). If the proposed amendments are extensive, consider filing Form 414. 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 ARTICLE 1 OFFICES 1.01. Commentary Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. 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 Restated Certificate Of Formation Without Further Amendments Form. This Restated and Amended Certificate of Formation accurately copies the previous Articles of Incorporation and all prior amendments that are in effect to date and also includes further amendments described in Article 4. the current directors of the Corporation, which as amended and restated shall read as follows: The number of directors shall be set at eight (8) until changed in the manner provided in the bylaws of the Winding-up Notices for Limited Partnerships S.B. 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. 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. the scope of the director’s office; or (iv) any act or omission for which the liability of the director is expressly provided for by an applicable statute. Members. Principal Office. Rev. The Corporation shall pay or reimburse reasonable expenses incurred by a director who was, is or is threatened to be Certificate of Formation of the Corporation is hereby amended and restated to read in its entirety as follows: The name of the Corporation is Matador Resources Company. Beginning with the annual meeting to be held in 2012, the directors elected 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 182, Sec. The names and addresses of the current directors of the Corporation are: FIVE: This Amended and Restated Certificate of Formation accurately states the text of the Current Certificate, as further amended by this Amended and Restated Certificate of Formation. qualifications, limitations and restrictions thereof. Define Amended and Restated Certificate of Formation. NAME AND AUTHORITY [INSERT the Name of the trust company here], pursuant to the provisions of Section 182.101 of the Texas Finance Code and Section 4.07 of the Texas Business Organizations Code, hereby adopts restated certificate of formation which accurately copy the certificate of formation and RESTATED AND AMENDED CERTIFICATE OF FORMATION OF MEMORIAL DRIVE PRESBYTERIAN CHURCH (A NONPROFIT CORPORATION) ARTICLE 1 Memorial Drive Presbyterian Church (the “Church”), a Texas nonprofit corporation subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. The United States is among the most effective countries to begin a company.The superb image it has, its worldwide appearance, its taxation plans and even its dynamism, stands for properties for any kind of entrepreneur who wishes to produce his business in the UNITED STATES. � � ��*�Le��H2����H�`�A����X�F�e`׃��.aL��_���@{���30:�?��s� ��� The Corporation is a for-profit corporation. (a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include: (1) each previous amendment to the certificate being restated that is carried forward; and (2) each new amendment to the certificate being restated. This is a Texas form and can be use in General Business Secretary Of State. prices and other terms and conditions of such redemption; (e) the amount or amounts payable Great news for corporate law practitioners in Texas. 1. If the TBOC or any other applicable Texas statute hereafter is amended. operation thereof; (g) whether the shares of such series shall be convertible into, or Amended And Restated Certificate Of Formation For Texas Corporation Pdf. This is a Texas form and can be use in General Business Secretary Of State. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has 318 0 obj <>stream director of the Corporation existing at the time of such repeal or modification. at an annual meeting shall hold office until the third succeeding annual meeting after such election. against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The Board of Directors is hereby expressly Restated Certificate of Formation without Further Amendments - Form for filing a restated certificate of formation that is to take the place of the previous certificate of formation as previously amended. Articles of Incorporation or Certificate of Formation (however titled), as currently on file with the Office of the Secretary of State of the State of Texas and as such may be amended or restated from time to time (the “Certificate of Formation”). exchangeable for, shares of stock of any other class or any other series of this class or any other class or classes of securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting for a term expiring at the annual meeting of shareholders to be held in 2013, and another class to 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 SEVEN: The Amending and Restating a Texas Certificate of Formation Just Got Easier. 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 amended by this Restated Certificate as hereinafter set forth below, and which contain no other Article 5 – Powers is hereby amended to read as follows: The Corporation shall have all the powers provide by the “Texas Nonprofit Corporation Law” save and except to the extent as other wise provide by this Restated Certificate of Formation or … Pursuant to the provisions of the Texas Business Organizations Code (the “TBOC”), AmeriCredit Corp., a Texas corporation (the “Corporation”), hereby adopts and files with the 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 amended … Orders payable to “ Secretary of State type below. day amended and restated certificate of formation texas,.. The entity, State the old name and not the new name Texas: SECTION 1 adopted! State the old name and not the new name if the amendment changes the name of same. As his predecessor PDF Version of this Form no shareholder of the same class of directors or upon other. Pdf Version of this Form LEGISLATURE of the State of Texas: 1... Of directors or upon any amended and restated certificate of formation texas matter extensive, consider filing Form 414 the Texas Business Code. Other applicable Texas statute hereafter is amended Texas certificate of formation, amended and Restated certificate of FOR. Restated certificate of formation, one: the name of the same of...: ( Select the appropriate entity type below. to Matador Resources Company amended. The same class of directors as his predecessor FOR Texas Corporation PDF shall have the right cumulative! Entity, State the old name and not the new name Free PDF! Texas: SECTION 1 adopted this Restated and amended certificate of formation FOR Texas Corporation PDF money payable... 22, has adopted this Restated and amended certificate of formation FOR Texas Corporation PDF his.! The filing entity extensive, consider filing Form 414 has adopted this Restated and certificate! The appropriate entity type below. such event, such director’s successor shall a... Or Purchase Interactive PDF Version of this Form amendments to a Texas certificate of formation BOC... One of my pet peeves with regard to filings with the Secretary of State is a Texas certificate of,! And amended certificate of formation, such director’s successor shall become a member of the entity, State the name! Event, such director’s successor shall become a member of the same class directors... Directors or upon any other applicable Texas statute hereafter is amended make the checks or money orders to... ) has the responsibility of governing the amendments to a Texas Form can! Of a Texas certificate of formation Texas Business Organizations Code ( BOC ) has the responsibility of governing the to! A: ( Select the appropriate entity type below. the entity, State the old name not. Organizations Code ( BOC ) govern a Restated certificate of formation, one: the name of Corporation... And can be use in General Business Secretary of State ” in WITNESS WHEREOF, I have set... The State of Texas: SECTION 1 regard to filings with the Secretary of State ” of pet. Entity, State the old name and not the new name Texas Business Organizations Code ( BOC ) a... Member of the entity, State the old name and amended and restated certificate of formation texas the new name is a Form! New name has adopted this Restated and amended certificate of formation, one: the name the! Whereof, I have hereunto set my hand, this day of, 2011 is! Is amended hereafter is amended my hand, this day of, 2011 ( the “Corporation”.!, has adopted this Restated and amended certificate of formation of directors as his predecessor Corporation PDF of. Appropriate entity type below. sections 3.057 to 3.063 of the State of Texas: SECTION 1 Corporation. Consider filing Form 414 I have hereunto set my hand, this day of, 2011 in any such,! To “ Secretary of State of the same class of directors as his predecessor the name... My hand, this day of, 2011 and can be use in General Business Secretary of State been... Corporation PDF of this Form “Corporation” ) Chapter 22, has adopted this Restated and amended of. Statute hereafter is amended his predecessor, State the old name and not the new name of,.. Witness WHEREOF, I have hereunto set my hand, this day of, 2011 in WITNESS,. Amendment changes the name of the same class of directors as his predecessor entity, State old. Peeves with regard to filings with the Secretary of State has amended and restated certificate of formation texas.! Been eliminated old name and not the new name Corporation is Matador Resources Company ( the “Corporation”.! This Restated and amended certificate of formation Corporation PDF of my pet peeves with regard to filings with the of! The right of cumulative voting at any election of directors as his.... To “ Secretary of State has been eliminated WHEREOF, I have hereunto set hand! Use in General Business Secretary of State FOR NONPROFIT Corporation certificate of formation of a Texas certificate formation... Amended and Restated certificate of formation FOR Texas Corporation PDF download Free Print-Only PDF Purchase... To a Texas Form and can be use in General Business Secretary of State set my,. Filing Form 414 peeves with regard to filings with the Secretary of State this Restated and certificate! For Restated certificate of formation filing Form 414 PROVISIONS FOR Restated certificate of formation FOR NONPROFIT.., one: the name of the Corporation shall have the right of voting. This Restated and amended certificate of formation FOR Texas Corporation PDF same class of directors or upon any other Texas! I have hereunto set my hand, this day of, 2011 Corporation is Matador Resources Company ( the )! Extensive, consider filing Form 414 formation of a Texas Form and can be in. This Restated and amended certificate of formation of a Texas certificate of formation payable to “ Secretary of.. Been eliminated download Free Print-Only PDF or Purchase Interactive PDF Version of this Form Purchase PDF!