EXHIBIT 4.2
CERTIFICATE OF MERGER
OF
SYNTROLEUM CORPORATION
(a Kansas corporation)
WITH AND INTO
SYNTROLEUM CORPORATION
(a Delaware corporation)
Pursuant to the provisions of Section 252 of the Delaware General
Corporation Law (the "DGCL"), the undersigned corporation does hereby certify:
FIRST: That the name and state of incorporation of each of the constituent
corporations are as follows:
Name State of Incorporation
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Syntroleum Corporation Delaware
Syntroleum Corporation Kansas
SECOND: That an agreement of merger (setting forth a plan of merger) has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the DGCL.
THIRD: That the surviving corporation of the merger is Syntroleum
Corporation, a Delaware corporation.
FOURTH: The certificate of incorporation of Syntroleum Corporation, a Delaware
corporation, shall be the certificate of incorporation of the
surviving corporation.
FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation at 1350 South Boulder,
Suite 1100, Tulsa, Oklahoma 74119.
SIXTH: That a copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder
of either constituent corporation.
SEVENTH: The authorized capital stock of Syntroleum Corporation, a Kansas
corporation, the only constituent corporation to the merger which is
not a Delaware corporation, is as follows:
Common Stock, par value $0.01 per share - 150,000,000 shares
Preferred Stock, par value $0.01 per share - 5,000,000
IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Merger to be executed on its behalf as of June 17, 1999.
SYNTROLEUM CORPORATION,
a Delaware corporation
By: /s/ Kenneth L. Agee
-------------------------
Kenneth L. Agee
Chief Executive Officer and
Chairman of the Board
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CERTIFICATE OF MERGER
of
SYNTROLEUM CORPORATION, a Kansas corporation
into
SYNTROLEUM CORPORATION, a Delaware corporation
(pursuant to Section 17-6702 of the Kansas General Corporation
Code and Section 252 of the Delaware General Corporation Law)
Pursuant to the provisions of the Kansas General Corporation Code, the
undersigned corporation certifies as follows:
1. The constituent corporations to the merger are Syntroleum Corporation, a
Kansas corporation ("Syntroleum-Kansas"), and Syntroleum Corporation, a
Delaware corporation ("Syntroleum-Delaware").
2. Syntroleum-Kansas and Syntroleum-Delaware have entered into an Agreement
and Plan of Merger, dated as of May 7, 1999 (the "Merger Agreement"), which
has been approved, adopted, certified, executed and acknowledged by
Syntroleum-Kansas and Syntroleum-Delaware in accordance with Section 17-
6702 of the Kansas General Corporation Code and Section 252 of the Delaware
General Corporation Law.
3. The name of the surviving corporation is Syntroleum Corporation, a
Delaware corporation.
4. The Certificate of Incorporation of the surviving corporation shall be
Syntroleum-Delaware's Certificate of Incorporation.
5. The executed Merger Agreement is on file at the office of the surviving
corporation located at 1350 South Boulder, Suite 1100, Tulsa, Oklahoma
74119.
6. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of Syntroleum-
Kansas or Syntroleum-Delaware.
7. Syntroleum-Delaware hereby agrees that it may be served with process in
Kansas in any proceeding for enforcement of any obligation of Syntroleum-
Kansas, as well as for enforcement of any obligation of Syntroleum-Delaware
arising from the merger, including any suit or other proceeding to enforce
the right of any stockholders as determined in appraisal proceedings
pursuant to Section 17-6712 of the Kansas General Corporation Code and
Syntroleum-Delaware hereby irrevocably appoints the Secretary of State of
the State of Kansas as its agent to accept service of process in any such
suit or other proceedings and a copy of such process shall be mailed by the
Secretary of State to Syntroleum-Delaware at the following address:
1350 South Boulder, Suite 1100
Tulsa, Oklahoma 74119
Attn: General Counsel
IN WITNESS WHEREOF, this Certificate of Merger has been executed on
behalf of the surviving corporation by Kenneth L. Agee, its Chief Executive
Officer and Chairman of the Board, as of June 17, 1999.
SYNTROLEUM CORPORATION,
a Delaware corporation
By: /s/ Kenneth L. Agee
------------------------
Kenneth L. Agee
Chief Executive Officer and
Chairman of the Board
Attest:
/s/ Eric Grimshaw
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Eric Grimshaw, Secretary
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