3.061. Corporation, except that no such change shall shorten the term of an incumbent director. IN WITNESS WHEREOF, I have hereunto set my hand, this be designated, respectively, “Common Stock” and “Preferred Stock.” The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is eighty-two million (82,000,000), consisting of 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 … Restated Certificate Of Formation Without Further Amendments. 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 h�bbd```b``.���A$� �dJ�a���`u0;L�H�<0�9�< Restated Certificate of Formation With New Amendments Entity Information The name of the filing entity is: State the name of the entity as currently shown in the records of the secretary of state. 7. 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. a Texas nonprofit corporation . 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 ARTICLE 1 OFFICES 1.01. means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of shareholders or otherwise. Principal Office. The Restated Certificate of Formation for the U. S. Boer Goat Association a.k.a USBGA and United States Boer Goat Association as duly adopted by the Board of Directors under “Texas Nonprofit Corporation Law” is as follows: Article 1 – Name: The Articles of Incorporation and amendments thereto provided that the name of the filing entity was INTERNATIONAL BOER GOAT ASSOCIATION. director of the Corporation existing at the time of such repeal or modification. Amended And Restated Certificate Of Formation For Texas Corporation Pdf. The Board of Directors is hereby expressly authorized, by resolution or resolutions from time to time adopted, to provide, out of the unissued shares of Preferred Stock, for the issuance of series of Preferred Stock. (3) classes, as nearly equal in number as possible as determined by the Board of Directors, one 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 These forms are designed for use by multiple entity types; however, use of these forms is … Subsection (d), Section 3.059, Business Organizations Code, is amended to read as follows: (d) 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; … corporations may be incorporated under the TBOC. 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”). 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. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. 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 (b) An amendment effected by a restated certificate of formation must comply with Section 3.051(b). at an annual meeting shall hold office until the third succeeding annual meeting after such election. 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 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 0 2. 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 AMENDED AND RESTATED CERTIFICATE OF FORMATION. 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 … Members. 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 Any such class of stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. 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 This is a Texas form and can be use in General Business Secretary Of State. is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Certificate other than omissions allowed by Section 3.059 of the TBOC. Restated Certificate Of Formation Without Further Amendments Form. %PDF-1.6 %���� have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be full or limited; (c) the dividends, if any, payable on such series and at what rates, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall The filing fee for Amended Certificate of Formation/Registration is $30.00 If expedited service is requested, include an additional $50.00 and write “EXPEDITE” on the outside of the envelope. 291 0 obj <>/Filter/FlateDecode/ID[<91A3F248F335D6479ADF87E6D866E350><1A40DFFD8C3C264BBC38519E0DD57CF4>]/Index[261 58]/Info 260 0 R/Length 135/Prev 229933/Root 262 0 R/Size 319/Type/XRef/W[1 3 1]>>stream 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 Define Amended and Restated Certificate of Formation. 3.058. In any such event, such director’s successor shall become a member of the same class of Acts 2003, 78th Leg., ch. Great news for corporate law practitioners in Texas. 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”). h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� 05-11 (# of pages - 6) (Word, PDF) 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. 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