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 This is a restated certificate of formation. The Corporation is authorized to issue two classes of stock which shall 0 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. prices and other terms and conditions of such redemption; (e) the amount or amounts payable Restated Certificate Of Formation With New Amendments Form. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION. 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 Members. In general, Section 32.101 of the Texas Finance Code governs amendment and restatement of the Certificate of Formation of Texas state banking associations. (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a nonprofit corporation may update the current number of directors and the names and addresses of the persons serving as directors. The Corporation filed 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”). Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. 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. � � ��*�Le��H2����H�`�A����X�F�e`׃��.aL��_���@{���30:�?��s� ��� The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. 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, 1. 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, AMENDED AND RESTATED CERTIFICATE OF FORMATION, ONE: The name of 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 exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of shareholders or otherwise. Corporation, except that no such change shall shorten the term of an incumbent director. Amending and Restating a Texas Certificate of Formation Just Got Easier. 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 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 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 subject to the Texas Business Organizations Code, Chapter 22 (the “Act”), has adopted this Restated and Amended Certificate of Formation. Signature Page to Matador Resources Company, Amended and Restated Certificate of Formation. This is a Texas form and can be use in General Business Secretary Of State. 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. Foran. Winding-up Notices for Limited Partnerships S.B. 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 SEVEN: The shall be limited to the fullest extent permitted by such amended act. These forms are designed for use by multiple entity types; however, use of these forms is … 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 director of the Corporation existing at the time of such repeal or modification. %PDF-1.6 %���� 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 … that the director is found liable for (i) any breach of the director’s 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 These Restated and Amended Bylaws (the “bylaws”) govern the affairs of Memorial Drive Presbyterian Church, a Texas nonprofit corporation (the “Church” or “MDPC”), organized under the Texas Business Organizations Code, Chapter 22 (the “Act”). (b) An amendment effected by a restated certificate of formation must comply with Section 3.051(b). The restated certificate of formation, which is attached to this form, accurately states the text of the 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… (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. h�b```b``�e`�W�@��(���q����aBeCB�����=iٲwXnj=��g��-�%X?OZz�����Ҏ��0�Q��c`���@7����i� Example of Filing a Certificate of Amendment Form 424 … AMENDED AND RESTATED CERTIFICATE OF FORMATION. %%EOF or as a dividend or otherwise. 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. If the proposed amendments are extensive, consider filing Form 414. operation thereof; (g) whether the shares of such series shall be convertible into, or 1, eff. 1. 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 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 Certificate of Formation. 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