RESTATED
ARTICLES OF INCORPORATION
OF
EQUITY OIL COMPANY
Pursuant to the laws of Colorado, the undersigned corporation, Equity Oil
Company hereby adopts the following Restated Articles of Incorporation and
certifies (1) that the Articles of Incorporation restated herein correctly set
forth the provisions of the Articles of Incorporation as heretofore amended and
supersede the original Articles of Incorporation of the corporation and all
amendments thereto, and (2) the Articles of Incorporation as restated herein
were duly adopted by the board of directors of the corporation on January 25,
1996. Shareholder approval was not required:
ARTICLE I
The name of the corporation shall be Equity Oil Company.
ARTICLE II
The purpose for which the corporation is organized shall be the transaction
of all lawful business for which corporations may be incorporated pursuant to
the Colorado Corporation Code. It is the express intent of the stockholders and
Directors that the business purposes of this corporation shall not be limited
except as provided by Colorado law. By way of example, and not in any way
limiting the purpose of the corporation, it may engage in the business of
exploration, development, research, production and marketing of oil, gas, and
minerals, in all their natural or artificial forms and any and all products and
by-products derived therefrom.
ARTICLE III
The authorized capital of this corporation shall be $25,000,000 consisting
of 25,000,000 shares of the par value of One ($1.00) Dollar per share. The stock
of this corporation shall be non-assessable. Cumulative voting shall not be
allowed in the election of Directors and preemptive rights of the stockholders
are denied.
ARTICLE IV
The term of existence of this corporation is perpetual.
ARTICLE V
a. Number, election and terms. The business and affairs of the Corporation
shall be managed by a Board of Directors consisting of not less than six nor
more than nine persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors. At the 1983 Annual Meeting of Shareholders,
the directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1984
Annual Meeting of Shareholders, the term of office of the second class to expire
at the 1985 Annual Meeting of Shareholders and the term of office of the third
class to expire at the 1986 Annual Meeting of Shareholders. At each Annual
Meeting of Shareholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding Annual Meeting of
Shareholders after their election. b. Newly created directorships and vacancies.
Vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors then in office, though less than a quorum of
the Board of Directors. A director elected by the Board to fill a vacancy shall
be elected for the unexpired term of his predecessor in office. Subject to the
rights of the holders of any series of preferred stock then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in number of directors shall hold office until the
next annual meeting of stockholders and until his successor has been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. c. Removal. Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any director, or the entire Board of Directors, may be removed from office at
any time, but only by the affirmative vote of the holders of at least 80% of the
voting power of all the shares of the Corporation entitled to vote for the
election of directors. d. Amendment, repeal, etc. Notwithstanding anything
contained in these Articles of Amendment to the contrary, the affirmative vote
of the holders of at least 80% of the voting power of all the shares of the
Corporation entitled to vote for the election of directors shall be required to
amend, modify or repeal, this Article V.
ARTICLE VI
This corporation shall maintain an office as its principal place of
business in Salt Lake City, Utah.
ARTICLE VII
To the full extent permitted by the laws of Colorado, as the same exist or
may hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this Article by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
ARTICLE VIII
SECTION 1. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.
A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or these Articles of Incorporation, and except
as otherwise expressly provided in section 2 of this Article VIII:
(i) any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (a) any Interested Stockholder (as hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any Interested Stockholder of any
assets of the Corporation or any Subsidiary having an aggregate Fair Market
Value (as hereinafter defined) of $1,000,000 or more; or
(iii) the issuance or transfer of by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(v) any reclassification of securities (including any reverse stock split),
or recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other transaction (whether or
not with or into or otherwise involving an Interested Stockholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested Stockholder; Shall
require the affirmative vote of the holders of at least 80% of the voting power
of the then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (the "Voting Stock"), voting
together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.
B. Definition of "Business Combination". The term "Business Combination" as
used in this Article VIII shall mean any transaction or series of transactions
which is referred to in any one or more of clauses (i) through (v) of paragraph
A of this section 1.
SECTION 2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section 1 of
this Article VIII shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of these Articles of
Incorporation, if all of the conditions specified in either of the following
paragraphs A and B are met:
A. Approval by Continuing Directors. The Business Combination shall have
been approved by a majority of the Continuing Directors (as hereinafter
defined).
B. Price and Procedure Requirements. All of the following conditions shall
have been met.
(i) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by holders
of Common Stock in such Business Combination shall be at least equal to the
highest of the following:
(a) (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired by it (1) within the
two-year period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;
(b) the Fair Market Value per share of Common Stock on the day after the
Announcement Date or on the date on which the Interested Stockholder became an
Interested Stockholder (such latter date is referred to in this Article VIII as
the "Determination Date"), whichever is higher;
(c) (if applicable) the price per share equal to the Fair Market Value per
share of Common Stock determined pursuant to paragraph B(i)(b) above, multiplied
by the ratio of (1) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired by it within the two-year
period immediately prior to the Announcement Date to (2) the Fair Market Value
per share of Common Stock on the first day in such two-year period upon which
the Interested Stockholder acquired any shares of Common Stock.
(ii) The aggregate amount of the cash and the Fair Market Value as of the
date of the consummation of the Business Combination of consideration other than
cash to be received per share by holders of shares of any other class of
outstanding Voting Stock (other than Institutional Voting Stock, as hereinafter
defined) shall be at least equal to the highest of the following (it being
intended that the requirements of this paragraph B(ii) shall be required to be
met with respect to every class of outstanding Voting Stock (other than
Institutional Voting Stock), whether or not the Interested Stockholder has
previously acquired any shares of a particular class of Voting Stock):
(a) (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of such class of Voting Stock acquired by it (1)
within the two-year period immediately prior to the day after the Announcement
Date or (2) in the transaction in which it became an Interested Stockholder,
whichever is higher;
(b) (if applicable) the highest preferential amount per share to which the
holders of shares of such class of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
(c) the Fair Market Value per share of such class of Voting Stock on the
day after the Announcement Date or on the Determination Date, whichever is
higher; and
(d) (if applicable) the price per share equal to the Fair Market Value per
share of such class of Voting Stock determined pursuant to paragraph B(ii)(c)
above, multiplied by the ratio of (1) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of such class of Voting Stock acquired by
it within the two-year period immediately prior to the Announcement Date to (2)
the Fair Market Value per share of such class of Voting Stock on the first day
in such two-year period upon which the Interested Stockholder acquired any
shares of such class of Voting Stock.
(iii) The consideration to be received by holders of a particular class of
outstanding Voting Stock (including Common Stock) shall be in cash or in the
same form as the Interested Stockholder has previously paid for shares of such
class of Voting Stock. If the Interested Stockholder has paid for shares of any
class of Voting Stock with varying forms of consideration, the form of
consideration for such class of Voting Stock shall be either cash or the form
used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it.
(iv) After such Interested Stockholder has become an Interested Stockholder
and prior to the consummation of such Business Combination: (a) except as
approved by a majority of the Continuing Directors, there shall have been no
failure to declare and pay at the regular date therefor any full quarterly
dividends (whether or not cumulative) on the outstanding Preferred Stock, if
any; (b) there shall have been (1) no reduction in the annual rate of dividends
paid on the Common Stock (except as necessary to reflect any subdivision of the
Common Stock), except as approved by a majority of the Continuing Directors, and
(2) an increase in such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the Continuing Directors;
and (c) such Interested Stockholder shall have not become the beneficial owner
of any additional shares of Voting Stock except as part of the transaction which
results in such interested Stockholder becoming an Interested Stockholder.
(v) After such Interested Stockholder has become an Interested Stockholder,
such Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(vi) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to public stockholders
of the Corporation at lease 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).
SECTION 3. CERTAIN DEFINITIONS. For the purposes of this Article VIII:
1. A "person" shall mean any individual, firm, corporation or other entity.
2. "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of more than 10% of
the voting power of the outstanding Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the then
outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares of Voting
Stock which were at any time within the two-year period immediately prior to the
date in question beneficially owned by any Interested Stockholder, if such
assignment or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning of the
Securities Act of 1933. C. A person shall be a "beneficial owner" of any Voting
Stock: (i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or (ii) which
such person or any of its Affiliates or Associates has (a) the right to acquire
(whether such right is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote pursuant to any agreement, arrangement or
understanding; or (iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock. D. For the purposes
of determining whether a person is an Interested Stockholder pursuant to
paragraph B of this Section 3, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of paragraph C
of this Section 3 but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise. E. "Affiliate"
or "Associate" shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on January 1, 1983. F. "Subsidiary" means any corporation of
which a majority of any class of equity security is owned, directly or
indirectly, by the Corporation; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in paragraph B of this section 3,
the term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the Corporation.
G. "Continuing Director" means any member of the Board of Directors of the
Corporation (the "Board") who is unaffiliated with the Interested Stockholder
and was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder and is recommended to succeed a Continuing
Director by a majority of Continuing Directors then on the Board. H. "Fair
Market Value means: (i) in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a share
of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks,
or, if such stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the principle
United States securities exchange registered under the Securities Exchange Act
of 1934 on which such stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on the National
Association of Securities Dealers, Inc., Automated Quotations System or any
system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of such stock as determined by a
majority of the Continuing Directors; and (ii) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as determined by a majority of the Continuing Directors. I.
"Institutional Voting Stock" shall mean any class of Voting Stock which was
issued to and continues to be held solely by one or more insurance companies,
pensions funds, commercial banks, savings banks or similar financial
institutions or institutional investors. J. In the event of any Business
Combination in which the Corporation survives, the phrase "other consideration
to be received" as used in paragraphs B(i) and (ii) of Section 2 of this Article
VIII shall include the shares of Common Stock and/or the shares of any other
class of outstanding Voting Stock retained by the holders of such shares.
SECTION 4. CERTAIN POWERS OF THE CONTINUING DIRECTORS. A majority of the
Continuing Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article VIII, on the basis of information
known to them after reasonable inquiry, (A) whether a person is an Interested
Stockholder, (B) the number of shares of Voting Stock beneficially owned by any
person, (C) whether a person is an Affiliate or Associate of another, (D)
whether a class of Voting Stock is Institutional Voting Stock, (E) whether a
transaction or a series of transactions constitutes a Business Combination, and
(F) whether the assets which are the subject of any Business Combination have,
or the consideration to be received for the issuance or transfer of securities
by the Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $1,000,000 or more.
SECTION 5. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS.
Nothing contained in this Article VIII shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
SECTION 6. AMENDMENT, REPEAL, ETC. Notwithstanding any other provisions of
these Articles of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, these
Articles of Incorporation or the By-Laws of the Corporation), the affirmative
vote of the holders of 80% or more of the voting power of the shares of the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article VIII
of these Articles of Incorporation. DATED this 25th day of January, 1996.
EQUITY OIL COMPANY
By: /S/ CLAY NEWTON
CLAY NEWTON, Secretary