Certificate of Merger between Premcor Inc. and Valero Energy Corporation

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This document certifies the merger of Premcor Inc. into Valero Energy Corporation, both Delaware corporations. The merger was approved according to Delaware law, with Valero as the surviving company. The terms are set out in a Merger Agreement dated April 24, 2005, and the merger becomes effective at 9:00 a.m. EST on September 1, 2005. Valero’s certificate of incorporation remains unchanged, and the Merger Agreement is available to shareholders upon request.

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EX-2.01 2 d30089exv2w01.htm CERTIFICATE OF MERGER exv2w01  

Exhibit 2.01
CERTIFICATE OF MERGER
of
PREMCOR INC.
(a Delaware corporation)
with and into
VALERO ENERGY CORPORATION
(a Delaware corporation)
     Pursuant to the provisions of Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), Valero Energy Corporation, a Delaware corporation (“Valero”), hereby certifies the following information relating to the merger (the “Merger”) of Premcor Inc., a Delaware corporation (“Premcor”), with and into Valero:
     FIRST: The names and states of incorporation of the constituent corporations (the “Constituent Corporations”) in the Merger are:
         
    Name   State of Incorporation
 
        
 
  Valero Energy Corporation   Delaware
 
        
 
  Premcor Inc.   Delaware
     SECOND: The Agreement and Plan of Merger, by and among Valero and Premcor, dated as of April 24, 2005 (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the DGCL.
     THIRD: The name of the corporation surviving the Merger (the “Surviving Corporation”) is Valero Energy Corporation.
     FOURTH: The certificate of incorporation of Valero, as in effect immediately prior to the effective time of the Merger, shall be the Certificate of Incorporation of the Surviving Corporation.
     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation whose address is One Valero Way, San Antonio, Texas 78249.
     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation.

 

 

     SEVENTH: This Certificate of Merger, and the Merger provided for herein, shall become effective at 9:00 a.m. EST on September 1, 2005.
     IN WITNESS WHEREOF, Valero Energy Corporation has caused this Certificate of Merger to be executed by its duly authorized officer on August 31, 2005.
     
 
  VALERO ENERGY CORPORATION
 
    
 
  By: /s/ Jay D. Browning                              
 
  Name: Jay D. Browning
 
  Title:   Vice President — Corporate Law
 
               and Secretary