10 Dec amended and restated certificate of formation texas
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 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. RESTATED CERTIFICATE OF FORMATION WITH AMENDMENTS OF CHRIST EVANGELICAL PRESBYTERIAN CHURCH OF HOUSTON . The Corporation shall indemnify its directors and may indemnify its officers, employees or agents to the full extent thereof if different from the par value thereof; (b) whether the shares of such series shall This Amended Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the Corporation.. form of amended and restated certificate of formation and eliminates a common reason cited by the Texas secretary of state for rejections of filings of restated certificates of formation. In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. Acts 2003, 78th Leg., ch. subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. Preferred Stock. IN WITNESS WHEREOF, I have hereunto set my hand, this prices and other terms and conditions of such redemption; (e) the amount or amounts payable This is a Texas form and can be use in General Business Secretary Of State. 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 Corporations name to Matador Resources Company.. The Board of Directors is hereby expressly A special meeting of the shareholders of the 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. 2. These forms are designed for use by multiple entity types; however, use of these forms is … This is a restated certificate of formation. 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 - � (a) The procedure to adopt a restated certificate of formation is governed by the title of this code that applies to the entity. Define Amended and Restated Certificate of Formation. 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 Restated Certificate Of Formation Without Further Amendments Form. certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, and as further amended by the 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 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 … The No holder of any shares of capital stock of the Corporation shall be entitled as a matter of right, Members. Principal Office. one series issued at different times may differ as to the date from which dividends thereof shall be cumulative. SIX: This Amended and Restated Certificate of Formation does not contain any other change in the Current (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. The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. A filing entity may amend its certificate of formation at any time and in as many respects as may be desired, as long as the certificate as amended contains only The restated certificate of formation, which is attached to this form, accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for the information permitted to be omitted by the provisions of the Texas Business Organizations Code applicable to the filing entity. 1, eff. directors as his predecessor. TWO: This Amended and Restated Certificate of Formation amends the original Certificate of Formation, as such has 1. � � ��*�Le��H2����H�`�A����X�F�e`׃��.aL��_���@{���30:�?��s� ��� Restated Certificate Of Formation With New Amendments. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTION 1. 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 qualifications, limitations and restrictions thereof. that the director is found liable for (i) any breach of the directors duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions not in good faith that constitute a breach of duty of the director to the … PROCEDURES TO RESTATE CERTIFICATE OF FORMATION. Beginning with the 2011 annual meeting, the directors shall be classified with respect to the time for which they severally hold office into three ARTICLE 1 OFFICES 1.01. 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). Restated Certificate Of Formation Without Further Amendments. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. 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) shall fix and determine, and hereby is expressly empowered to fix and determine, by resolution or resolutions, the designations, preferences. %PDF-1.6 %���� 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 Certificate of Formation. and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and other terms and provisions relative to the 3.058. 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. AMENDED AND RESTATED CERTIFICATE OF FORMATION, ONE: The name of Jan. 1, 2006. 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 The designations, preferences, limitations and relative rights of each Any repeal or modification of this Article X by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a 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 … Example of Filing a Certificate of Amendment Form 424 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, been made to the Current Certificate in this Amended and Restated Certificate of Formation: ARTICLE I of the Current Certificate is hereby amended to delete the defined term Corporation., ARTICLE III of the Current Certificate is hereby amended to delete the defined term TBOC., ARTICLE V of the Current Certificate is hereby amended to capitalize the term Board of Directors.. 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 … 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. Thanks to recently enacted Senate Bill 847, effective September 1, 2013, a restated certificate of formation is no longer required to “identify by reference or description each added, altered, or deleted provision.” That provision is no longer part of Section 3.059 of the Texas Business Organizations Code. The Corporation filed Make the checks or money orders payable to “Secretary of State”. 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. 7. The Corporation is authorized to issue two classes of stock which shall Amended And Restated Certificate Of Formation For Texas Corporation Pdf. 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 Example of Filing a Certificate of Amendment Form 424 h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� means the Amended and Restated Certificate of Formation of the Company filed with the Secretary of State … Corporation may be called by the holders of at least 25 percent of the shares entitled to vote at the proposed special meeting. be removed in the manner provided in the bylaws. Restating the Certificate of Formation (Without Amendment) At any point, a bank’s effective Certificate of Formation is its original, restated, or corrected Certificate of Formation and any previous amendments to the articles still in effect, i.e., the last of what may be numerous amendments to alter the same provision (such as authorized shares Before any shares of any such series are issued, the Board of Directors The members, by a two-thirds affirmative vote, adopted the Restated and Amended Holdco, Inc. The Corporation filed a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Texas on August 2, 2011, to amend Article IX of the Certificate of Formation. 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… If the proposed amendments are extensive, consider filing Form 414. %%EOF (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 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”). endstream endobj startxref of the TBOC and by the Corporations governing documents. Restated Certificate Of Formation With New Amendments Form. The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred … Certificate other than omissions allowed by Section 3.059 of the TBOC. 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. 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. 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. director of the Corporation existing at the time of such repeal or modification. The Restated and Amended Certificate of Formation was adopted in the following manner: The Corporation, through approval by a majority of the Board of Directors, adopted the Restated and Amended Certificate of Formation at its Board meeting on _____, 2019. 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 same, and any other terms and conditions of conversion or exchange; (h) the limitations 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). 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. One of my pet peeves with regard to filings with the Secretary of State has been eliminated. 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. to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on liability provided herein, In any such event, such directors successor shall become a member of the same class of directors as his predecessor. Sec. 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 Beginning with the annual meeting to be held in 2012, the directors elected at an annual meeting shall hold office until the third succeeding annual meeting after such election. 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