Exhibit 3.43
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is made and entered into as of February 12, 2007, by and among Anchor Drilling Fluids USA, Inc., an Oklahoma corporation (“Surviving Company”), Jordan Drilling Fluids, Inc. (“Jordan”), an Oklahoma corporation, and Ozark Mud and Chemical, Inc. (“Ozark”), an Arkansas corporation.
WHEREAS, Surviving Company, Jordan and Ozark are corporations, each organized and existing under the laws of the states of Oklahoma, Oklahoma and Arkansas, respectively;
WHEREAS, the respective boards of directors and shareholders of Surviving Company, Jordan and Ozark have each determined that it is advisable and in the best interests of Jordan, Ozark and Surviving Company that Jordan and Ozark be merged with and into Surviving Company (the “Merger”) upon the terms and conditions set forth herein; and
WHEREAS, Surviving Company, Jordan and Ozark are sometimes referred to hereinafter collectively as the “constituent entities.”
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the parties hereby agree, in accordance with the applicable provisions of the laws of the states of Oklahoma and Arkansas and subject to the terms and conditions set forth herein, that Jordan and Ozark shall be merged with and into Surviving Company and such parties further hereby adopt and agree to the following agreements, terms and conditions relating to the Merger and the mariner of carrying the same into effect:
1.Recitals. The foregoing recitals to this Merger Agreement are incorporated in and made a part of this Merger Agreement.
2.Terms and Conditions of Merger.
2.1Surviving Company. Upon the terms hereof, and in accordance with the provisions of the General Corporation Act of the state of Oklahoma and the Business Corporation Act of 1987 of the state of Arkansas, effective immediately upon the filing of (i) the Certificate of Merger related to this Merger Agreement with respect to Jordan and Surviving Corporation with the Secretary of State of the State of Oklahoma, (ii) the Certificate of Merger related to this Merger Agreement with respect to Ozark and Surviving Company with the Secretary of State of the state of Oklahoma and (iii) the certified copy of the Certificate of Merger referenced in the foregoing clause (ii) with the Secretary of State of the State of Arkansas (the “Effective Time”), each of Jordan and Ozark shall be merged with and into Surviving Company, and Surviving Company shall be the surviving company. Upon consummation of the Merger at the Effective Time, the Surviving Company shall continue to be governed by the laws of the State of Oklahoma and its name shall continue to be “Anchor Drilling Fluids USA, Inc.,” and the separate organization and existence of Jordan and Ozark shall cease.
2.2Surrender and Cancellation of Jordan’s and Ozark’s Shares. Upon consummation of the Merger at the Effective Time, all shares of capital stock of Jordan and Ozark shall be surrendered to the Surviving Company and cancelled.
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3.Certificate and Articles of Merger; Effect of Merger.
3.1Certificate and Articles of Merger. The Merger shall be consummated in accordance with the terms and conditions of this Merger Agreement, the Certificates of Merger which are to be filed with the Secretary of State of the State of Oklahoma (the “Oklahoma Certificates”) and the certified copy of the Certificate of Merger with respect to Ozark (the “Arkansas Certificate,” and together with the Oklahoma Certificates, the “Certificates”) filed with the Secretary of State of the State of Arkansas, each of which is hereby incorporated into this Merger Agreement by reference.
3.2Effect of Merger. Upon consummation of the Merger at the Effective Time; (i) Jordan and Ozark shall cease; (ii) the title to all assets, property, estate, property rights, privileges, powers and franchise assets and/or other rights owned by each of the constituent entities shall be vested in the Surviving Company without reversion or impairment, in each case subject to any and all existing liens and security interests to which any of the foregoing may be subject; and (iii) all indebtedness, liabilities and obligations of any kind of each of the constituent entities shall vest in, and by operation of law shall be effectively assumed by, the Surviving Company.
4.Additional Terms and Conditions.
4.1Certificate of Incorporation. Effective as of the Effective Time, the Certificate of Incorporation of Surviving Company shall be unchanged.
4.2Bylaws. Effective as of the Effective Time, the Bylaws of Surviving Company shall be unchanged.
4.3Board of Directors and Officers. Effective as of the Effective Time, the board of directors and officers of the Surviving Company shall be unchanged.
5.Miscellaneous.
5.1Entire Agreement; Amendment. This Merger Agreement (including the Certificates incorporated herein by reference) contains the entire agreement between the parties hereto, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. This Merger Agreement may be modified, supplemented or amended only by a writing duly executed by both parties in accordance with applicable provisions of the General Corporation Act of the state of Oklahoma and the Business Corporation Act of 1987 of the state of Arkansas.
5.2Execution in Counterparts. This Merger Agreement may be executed in one or more counterparts, all of which shall be considered one and the same documents, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, each of the undersigned has caused this Merger Agreement to be executed on its behalf as of the date first above written.
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| | | | | | ANCHOR DRILLING FLUIDS USA, INC. |
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| | | | | | By: | | /s/ Phillip West |
| | | | | | Name: | | Phillip West |
| | | | | | Title: | | President |
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| Attested to: | | | | | | |
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| By: | | /s/ Robert West | | | | | | |
| Name: | | Robert West | | | | | | |
| Title: | | Assistant Secretary | | | | | | |
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| | | | | | JORDAN DRILLING FLUIDS, INC. |
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| | | | | | By: | | /s/ Phillip West |
| | | | | | Name: | | Phillip West |
| | | | | | Title: | | President |
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| Attested to: | | | | | | |
| | | | |
| By: | | /s/ Robert West | | | | | | |
| Name: | | Robert West | | | | | | |
| Title: | | Assistant Secretary | | | | | | |
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| | | | | | OZARK MUD AND CHEMICAL, INC. |
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| | | | | | By: | | /s/ Phillip West |
| | | | | | Name: | | Phillip West |
| | | | | | Title: | | President |
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| Attested to: | | | | | | |
| | | | |
| By: | | /s/ Robert West | | | | | | |
| Name: | | Robert West | | | | | | |
| Title: | | Assistant Secretary | | | | | | |
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CERTIFICATE OF MERGER OR CONSOLIDATION
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| TO: | | OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., Room 101, State Capital Building Oklahoma City, Oklahoma 73105-4897 (405) 521-3912 |
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| A. | | The Agreement of Merger or Consolidation,ATTACHED HERETO, has been adopted, approved, certified, executed, and acknowledged by each of the constituent corporations in accordance with the laws under which it is formed, and, in the case of an Oklahoma corporation, in the same manner as is provided in Title 18, Section 1081. |
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IN WITNESS WHEREOF, the surviving or resulting corporation has caused this certificate of merger or consolidation to be executed by its President or Vice President and attested by its Secretary or Assistant Secretary this 12th day of February, 2007.
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/s/ Phillip West |
| By its President |
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Phillip West |
| Please Print Name |
ATTEST:
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/s/ Robert A. West |
| By its Assistant Secretary |
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Robert A. West |
| Please Print Name |
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