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- S-4 Registration of securities issued in business combination transactions
- 3.4 Restated Certificate of Incorporation
- 3.5 Certificate of Merger
- 3.6 Certificate of Amendment of Restated Certificate of Incorporation
- 3.7 Certificate of Amendment of Restated Certificate of Incorporation
- 3.8 Certificate of Amendment of Restated Certificate of Incorporation
- 3.9 Bylaws of Chaparral Steel Investments, Inc.
- 3.10 Certificate of Incorporation of Chaparral (Virginia), Inc.
- 3.11 Bylaws of Chaparral (Virginia), Inc.
- 3.12 Certificate of Incorporation of American Materials Transport, Inc.
- 3.13 Certificate of Amendment to Certificate of Incorporation of A.m.t., Inc.
- 3.14 Bylaws of American Materials Transport, Inc.
- 3.15 Certificate of Amendment of Chaparral Steel Holdings, LLC
- 3.16 Operating Agreement of Chaparral Steel Holdings, LLC
- 3.17 Certificate of Trust of Chaparral Steel Trust
- 3.18 Trust Agreement of Chaparral Steel Trust
- 3.19 Bylaws of Chaparral Steel Trust
- 3.20 Certificate of Formation of Chaparral Steel Texas, LLC
- 3.21 Operating Agreement of Chaparral Steel Texas, LLC
- 3.22 Certificate of Limited Partnership of Chaparral Steel Midlothian, LP
- 3.23 Agreement of Limited Partnership of Chaparral Steel Midlothian, LP
- 3.24 Amendment N0.1 to Agreement of Limited Partnership
- 3.25 Certificate of Limited Partnership of Txi Star Recycling LP
- 3.26 Amendment to Certificate of Limited Partnership of Txi Star Recycling LP
- 3.27 Second Amendment to Certificate of Limited Partnership of Txi Star Recycling LP
- 3.28 Agreement of Limited Partnership of Txi Star Recycling LP
- 3.29 Amendment N0. 1TO Agreement of Limited Partnership of Txi Star Recycling LP.
- 4.6 Form of Chaparral Steel Company 10% Senior Exchange Note
- 5.1 Legal Opinion of Fulbright & Jaworski L.L.P.
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Ernst & Young LLP
- 23.3 Consent of Thompson & Knight LLP
- 25.1 Statement of Eligibility of Trustee Under the Indenture
- 99.1 Fom of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Registered Holders and DTC Participants
- 99.4 Form of Client Letter
- 99.5 Tax Guidelines for Certification of Taxpayer Identification Number
- 24 Oct 05 Registration of securities issued in business combination transactions (amended)
- 14 Sep 05 Registration of securities issued in business combination transactions
- 12 Nov 03 Registration of securities issued in business combination transactions (amended)
- 24 Oct 03 Registration of securities issued in business combination transactions (amended)
- 16 Sep 03 Registration of securities issued in business combination transactions (amended)
Exhibit 3.5
CERTIFICATE OF MERGER
OF TEXAS INDUSTRIES ACQUISITION INC.
WITH AND INTO CHAPARRAL STEEL COMPANY
(UNDER SECTION 251 OF THE GENERAL
CORPORATION LAW OF DELAWARE)
Chaparral Steel Company, a Delaware corporation hereby certifies that:
ARTICLE 1
The name and state of incorporation of each of the constituent corporations is;
(a) Chaparral Steel Company, a Delaware corporation; and
(b) Texas Industries Acquisition Inc., a Delaware corporation.
ARTICLE 2
An agreement and plan of merger (“Agreement and Plan of Merger”) has been approved, adopted, certified, executed and acknowledged by Chaparral Steel Company and by Texas Industries Acquisition Inc., in accordance with the provisions of Section 251(c) of the General Corporation Law of Delaware.
ARTICLE 3
The surviving corporation is Chaparral Steel Company. The surviving corporation is a corporation of Delaware.
ARTICLE 4
The Certificate of Incorporation of Chaparral Steel Company shall be the Certificate of Incorporation of the surviving corporation.
ARTICLE 5
The executed Agreement and Plan of Merger is on file at the office of Chaparral Steel Company, at 300 Ward Road, Midlothian, Texas 76065-9651.
ARTICLE 6
A copy of the Agreement and Plan of Merger will be furnished by Chaparral Steel Company, on request and without cost, to any stockholder of any constituent corporation.
1
IN WITNESS WHEREOF, Chaparral Steel Company has caused this Certificate of Merger to be signed by Richard M. Fowler, its Vice President-Finance and Treasurer, and attested by Robert C. Moore, its Vice President, General Counsel and Secretary, on December 31, 1997.
CHAPARRAL STEEL COMPANY | ||
By: | /s/ Richard M. Fowler | |
Richard M. Fowler, Vice President-Finance and Treasurer |
Attest: | ||
By: | /s/ Robert C. Moore | |
Robert C. Moore, Vice President, General Counsel and Secretary |
2