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- S-4 Registration of securities issued in business combination transactions
- 3.11 EX-3.11
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- 6 Sep 11 Registration of securities issued in business combination transactions (amended)
- 11 Jul 11 Registration of securities issued in business combination transactions
- 22 Feb 11 Registration of securities issued in business combination transactions (amended)
- 21 Dec 10 Registration of securities issued in business combination transactions
- 15 Jun 05 Registration of securities issued in business combination transactions (amended)
- 3 Nov 04 Registration of securities issued in business combination transactions
- 23 Oct 00 Registration of securities issued in business combination transactions (amended)
Exhibit 3.157
CERTIFICATE OF FORMATION
OF
NRG Texas Power LLC
June 28, 2007
This Certificate of Formation, dated June 28, 2007, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act.
1. Name. The name of the Company is “NRG Texas Power LLC”.
2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
The name and address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the date first written above.
| By: | /s/ Edmund D. Daniels |
| Name: | Edmund D. Daniels |
| Title: | Authorized Person |
[Signature Page to Certificate of Formation of NRG Texas Power LLC]
| State of Delaware |
CERTIFICATE OF MERGER
OF
NRG TEXAS LP
WITH AND INTO
NRG TEXAS POWER LLC
June 28, 2007
Pursuant to § 18-209 of the Limited Liability Company Act
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “Act”), NRG Texas Power LLC, a Delaware limited liability company, hereby certifies as follows:
FIRST: The name and state of domicile of each of the constituent corporations and limited partnerships which are to merge is as follows:
Name |
| State of Formation |
|
|
|
NRG Texas LP |
| Texas |
NRG Texas Power LLC |
| Delaware |
SECOND: An agreement and plan of merger, dated June 28, 2007 (the “Agreement”), has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging limited partnership in accordance with § 18-209 of the Act.
THIRD: The name of the surviving limited liability company is NRG Texas Power LLC (the “Surviving Company”).
FOURTH: The Merger shall become effective at 11:58 p.m., Eastern Time, on June 30, 2007 (the “Merger Effective Time”).
FIFTH: The certificate of formation of NRG Texas Power LLC immediately prior to the Merger Effective Time shall be the certificate of formation of the Surviving Company.
SIXTH, the Agreement is on file at the principal place of business of the Surviving Company located at 1301 McKinney Street, Suite 2300, Houston, Texas 77012 and will be
furnished by the Surviving Company, on request and without cost, to any member of the constituent company or any partner of the constituent limited partnership.
[Signature page follows.]
IN WITNESS WHEREOF, NRG Texas Power LLC has caused this Certificate of Merger to be executed by an authorized person on its behalf, on the date first written above.
| NRG TEXAS POWER LLC | |
|
| |
|
| |
| By: | /s/ Edmund D. Daniels |
| Name: | Edmund D. Daniels |
| Title: | Manager |
|
| Vice-President and Secretary |
[Signature Page to Certificate of Merger]