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EXHIBIT 2.2
EXHIBIT A
AGREEMENT AND PLAN MERGER
BETWEEN
TRI-UNION DEVELOPMENT CORPORATION
AND
TRIBO PETROLEUM CORPORATION
AGREEMENT AND PLAN OF MERGER made this 27 of July, 2001, between
Tri-Union Development Corporation, a Texas corporation with its principal office
located at 530 Lovett Boulevard, Houston, Texas 77006-4021 ("Tri-Union") and
Tribo Petroleum Corporation, a Texas corporation with its principal office
located at 530 Lovett Boulevard, Houston, Texas 77006-4021 ("Tribo," and
collectively with Tri-Union, the "Constituent Corporations").
WHEREAS, Tribo is a corporation duly organized and existing under the
laws of the State of Texas;
WHEREAS, Tri-Union is a corporation duly organized and existing under
the laws of the State of Texas and is a wholly-owned subsidiary of Tribo;
WHEREAS, the authorized capital stock of Tri-Union consists of 1,000
shares of common stock, without par value, of which 1,000 shares have been duly
issued and are now outstanding and owned by Tribo;
WHEREAS, the respective boards of directors of the Constituent
Corporations deem it advisable and in the best interests of the Constituent
Corporations and their shareholders that Tribo merge with and into Tri-Union,
which shall be the surviving corporation, under and pursuant to the provisions
of the laws of the State of Texas, and that such merger be consummated pursuant
to the terms and conditions hereinafter set forth, and each such board has duly
approved this Agreement and Plan of Merger;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements herein contained, and for the purpose of setting forth
the terms of the merger, the mode of effecting the merger, and such other
details as are necessary or desirable, the parties hereto have agreed and do
hereby agree, subject to the conditions hereinafter set forth, as follows:
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ARTICLE I
THE MERGER
SECTION 1.01. The Merger. Upon the terms and subject to the conditions
hereof, at the Effective Time (as defined below), Tribo shall be merged into
Tri-Union, such transaction being referred to herein as the "Merger." As a
result of the Merger, the separate corporate existence of Tribo (the "Merging
Corporation") shall cease, and Tri-Union (the "Surviving Corporation") shall
continue as the surviving corporation. The registered office of Tri-Union in the
State of Texas is 530 Lovett Boulevard, Houston, Texas 77006-4021, in the County
of Harris.
SECTION 1.02. Effective Time. This Agreement and Plan of Merger shall
become effective at 5:00 CST, July 27, 2001 (the "Effective Time").
SECTION 1.03. Effect of the Merger. At the Effective Time, the effect
of the Merger shall be as provided in the applicable provisions of the Texas
Business Corporation Act. Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time, except as otherwise provided herein, all
the property, rights, privileges, powers and franchises of the Constituent
Corporations shall vest in the Surviving Corporation, and all the debts,
liabilities and duties of the Constituent Corporations shall become the debts,
liabilities and duties of the Surviving Corporation.
SECTION 1.04. Articles of Incorporation; By-laws. At the Effective
Time, the Articles of Incorporation of Tribo as in effect immediately prior to
the Effective Time shall be the Articles of Incorporation of the Surviving
Corporation. At the Effective Time, the By-laws of Tribo as in effect
immediately prior to the Effective Time shall be the By-laws of the Surviving
Corporation.
SECTION 1.05. Directors and Officers. The directors of Tri-Union
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation and shall serve for the terms provided by law or in the By-laws, or
until their respective successors are elected and qualified. The officers of
Tri-Union immediately prior to the Effective Time shall be the officers of the
Surviving Corporation and shall serve for the terms provided by law or in the
By-laws, or until their respective successors are elected and qualified.
ARTICLE II
CONVERSION OF SECURITIES
SECTION 2.01. Conversion of Securities. At the Effective Time, by
virtue of the Merger and without any action on the part of any Constituent
Corporation:
(a) Each share of Tri-Union common stock issued and
outstanding immediately prior to the Effective Time, including any treasury
shares held by Tri-Union, shall be canceled and extinguished without any
conversion thereof;
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(b) Each share of Tribo Class A Common Stock and Class B
Common Stock issued and outstanding immediately prior to the Effective Time
shall be converted into an equivalent number of shares of Tri-Union Class A
Common Stock and Class B Common.
SECTION 2.02. Stock Transfer Books. At the Effective Time, the stock
transfer books of Tribo shall be closed and there shall be no further
registration of transfers of shares of Tribo common stock thereafter on the
records of Tribo.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. Counterparts. For the convenience of the parties, any
number of counterparts hereof may be executed, and each such counterpart shall
be deemed to be an original instrument.
SECTION 3.02. Choice of Law. It is the intention of the parties that
the laws of the State of Texas, without regard to the conflict of law provisions
thereof, govern the enforceability and validity of this Agreement and Plan of
Merger, the construction of its terms, and the interpretation of the rights and
duties of the parties.
SECTION 3.03. Further Assurance of Title. If at any time Tri-Union or
its successors or assigns shall consider or be advised that any acknowledgments
or assurances in law or other similar actions are necessary or desirable in
order to acknowledge or confirm in and to Tri-Union (or its successors or
assigns) any right, title, or interest of the Merging Corporation held
immediately prior to the Effective Date, such Merging Corporation, and its
proper representatives, officers and directors, shall and will execute and
deliver all such acknowledgments or assurances in law and do all things
necessary or proper to acknowledge or confirm such right, title, or interest in
Tri-Union (or its successors or assigns) as shall be necessary to carry out the
purposes of this Agreement and Plan of Merger, and Tri-Union (and its successors
and assigns) and the proper officers, directors, and representatives thereof are
fully authorized to take any and all such action in the name of the Merging
Corporation or otherwise.
SECTION 3.04. Indemnification. To the fullest extent permitted by
applicable law, the Surviving Corporation shall indemnify and hold harmless the
officers and directors of the Constituent Corporations against all claims and
demands arising out of the Merger.
SECTION 3.05. Amendment. To the extent permitted by applicable law,
this Agreement and Plan of Merger may be amended by the parties hereto by action
taken by or on behalf of their respective boards of directors at any time prior
to the Effective Time; provided that any such amendment must be in writing and
signed by the parties hereto in a manner permissible under the terms of this
Agreement and Plan of Merger.
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SECTION 3.06. Termination. To the extent permitted by applicable law,
at any time prior to the Effective Time, this Agreement and Plan of Merger may
be terminated by the board of directors of any Constituent Corporation.
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IN WITNESS WHEREOF, Tri-Union and Tribo have caused this Agreement and
Plan of Merger to be executed as of the date first written above by their
respective officers thereunto duly authorized.
TRI-UNION DEVELOPMENT CORPORATION
By:
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Richard Bowman, President
TRIBO PETROLEUM CORPORATION
By:
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Richard Bowman, President
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