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- S-4 Registration of securities issued in business combination transactions
- 3.3 Fifth Amended and Restated Certificate of Incorporation of Anker Coal Group
- 3.4 Bylaws of Anker Coal Group, Inc.
- 3.5 Restated Certificate of Incorporation of Anker Group, Inc.
- 3.6 Third Amended By-laws of Anker Group, Inc. (F/k/a Vebe International, Inc.)
- 3.7 Articles of Incorporation of Anker Power Services, Inc.
- 3.8 Bylaws of Anker Power Services, Inc. (F/k/a Anker Power Projects, Inc.)
- 3.9 Articles of Incorporation of Bronco Mining Company, Inc.
- 3.10 By-laws of Bronco Mining Company, Inc.
- 3.11 Certificate of Formation of Coalquest Development LLC
- 3.12 Second Amended and Restated Limited Liability Company Agreement of Coalquest
- 3.13 Articles of Incorporation of Hawthorne Coal Company, Inc. (F/k/a Anker Dev., Inc
- 3.14 Bylaws of Hawthorne Coal Company, Inc. (F/k/a Anker Development, Inc.)
- 3.15 Articles of Incorporation of Heather Glen Resources, Inc.
- 3.16 Bylaws of Heather Glen Resources, Inc.
- 3.17 Certificate of Incorporation of Hunter Ridge Coal Company (F/k/a Vitol-anker)
- 3.18 By-laws of Hunter Ridge Coal Company (F/k/a Vitol-anker Holding, Inc)
- 3.19 Certificate of Formation of Icg Addcar Systems, LLC
- 3.20 Limited Liability Company Agreement of Icg Addcar Systems, LLC
- 3.21 Certificate of Formation of Icg Beckley, LLC
- 3.22 Limited Liability Company Agreement of Icg Beckley, LLC
- 3.23 Certificate of Formation of Icg Eastern Land, LLC
- 3.24 Limited Liability Company Agreement of Icg Eastern Land, LLC
- 3.25 Certificate of Formation of Icg Eastern, LLC
- 3.26 Limited Liability Company Agreement of Icg Eastern, LLC
- 3.27 Certificate of Formation of Icg East Kentucky, LLC
- 3.28 Limited Liability Company Agreement of Icg East Kentucky, LLC
- 3.29 Certificate of Formation of Icg Hazard Land, LLC
- 3.30 Limited Liability Company Agreement of Icg Hazard Land, LLC
- 3.31 Certificate of Formation of Icg Hazard, LLC
- 3.32 Limited Liabilty Company Agreement of Icg Hazard, LLC
- 3.33 Certificate of Formation of Icg Illinois, LLC
- 3.34 Limited Liability Company Agreement of Icg Illinois, LLC
- 3.35 Second Amended and Restated Certificate of Incorporation of Icg, Inc.
- 3.36 Bylaws of Icg, Inc.
- 3.37 Cetrificate of Formation of Icg Knott County, LLC
- 3.38 Limited Liability Company Agreement of Icg Knott County, LLC
- 3.39 Certificate of Formation of Icg, LLC
- 3.40 Limited Liability Company Agreement of Icg, LLC
- 3.41 Certificate of Formation of Icg Natural Resources, LLC
- 3.42 Limited Liability Company Agreement of Icg Natural Resources, LLC
- 3.43 Certificate of Formation of Icg Tygart Valley, LLC
- 3.44 Limited Liability Company Agreement of Icg Tygart Valley, LLC
- 3.45 Articles of Incorporation of Juliana Mining Company, Inc.
- 3.46 By-laws of Juliana Mining Company, Inc.
- 3.47 Agreement of Incorporation of King Knob Coal Co., Inc.
- 3.48 By-laws of King Knob Coal Co., Inc.
- 3.49 Certificate of Incorporation of Marine Coal Sales Co. (F/k/a Conas Trading Corp)
- 3.50 First Amended and Restated By-laws of Marine Coal Sales Company
- 3.51 Articles of Incorporation of Melrose Coal Company, Inc.
- 3.52 Bylaws of Melrose Coal Company, Inc.
- 3.53 Articles of Incorporation of New Allegheny Land Holding Company, Inc.
- 3.54 By-laws of New Allegheny Land Holding Company, Inc.
- 3.55 Agreement of Incorporation of Patriot Mining Company, Inc.
- 3.56 Amended and Restated By-laws of Patriot Mining Company, Inc.
- 3.57 Certificate of Incorporation of Simba Group, Inc.
- 3.58 By-laws of Simba Group, Inc.
- 3.59 Certificate of Incorporation of Upshur Property, Inc.
- 3.60 By-laws of Upshur Property, Inc.
- 3.61 Certificate of Incorporation of Vantrans, Inc.
- 3.62 By-laws of Vantrans, Inc.
- 3.63 Articles of Incorporation of Vindex Energy Corporation
- 3.64 Bylaws of Vindex Energy Corporation
- 3.65 Articles of Incorporation of White Wolf Energy, Inc. (F/k/a Anker-va Mining Co.)
- 3.66 Bylaws of White Wolf Energy, Inc. (F/k/a Anker-virginia Mining Company, Inc.)
- 3.67 Articles of Incorporation of Wolf Run Mining Company (F/k/a Philippi Dev., Inc.)
- 3.68 Amended By-laws of Wolf Run Mining Co.
- 5.1 Legal Opinion of Jones Day
- 5.2 Legal Opinion of Jackson Kelly PLLC
- 5.3 Legal Opinion of Penn, Stuart & Eskridge,p.c.
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 23.4 Consent of Deloitte & Touche, LLP
- 23.5 Consent of Deloitte & Touche, LLP As to Horizon, NR LLC
- 23.6 Consent of Deloitte & Touce, LLP As to Anker Coal Group, Inc.
- 23.7 Consent of Deloitte & Touche, LLP As to Coalquest Development LLC
- 25.1 Statement on Form T-1 As to the Eligibility of the Trustee
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Depository Trust Company Participants
- 99.4 Form of Letter to Clients
- 99.5 Form of Instructions to Book Entry Transfer Participants
- 16 Aug 13 Registration of securities issued in business combination transactions
- 23 Apr 12 Registration of securities issued in business combination transactions (amended)
- 1 Mar 12 Registration of securities issued in business combination transactions
- 18 Sep 06 Registration of securities issued in business combination transactions
EXHIBIT 3.39
CERTIFICATE OF FORMATION
OF
ICG, LLC
This Certificate of Formation of ICG, LLC (the “Company”) has been duly executed and is being duly filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, as amended from time to time.
FIRST: The name of the limited liability company is ICG, LLC.
SECOND: The name and address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.
THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.
IN WITNESS WHEREOF, the undersigned, being an authorized individual of the Company, has duly executed this Certificate of Formation as of this 23rd day of September, 2004.
/s/ Wendy L. Teramoto |
Wendy L. Teramoto |
Authorized Person |
CERTIFICATE OF MERGER
MERGING
NEW ICG, LLC
WITH AND INTO
ICG, LLC
(Pursuant to Section 18-209 of the Delaware Limited Liability
Company Act (the “DLLCA”))
ICG, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation of each of the constituent entities in the merger are as follows:
Name | Jurisdiction | |
ICG, LLC | Delaware | |
New ICG, LLC | Delaware |
SECOND: An Agreement and Plan of Merger, dated as of November 18, 2005 (the “Merger Agreement”), providing for the merger of the constituent entities, has been approved and executed by each of the Company and New ICG, LLC (“New ICG”) in accordance with the DLLCA.
THIRD: The name of the surviving entity is “ICG, LLC.”
FOURTH: The Certificate of Formation of the Company, as now in force and effect, will remain the Certificate of Formation of the surviving entity.
FIFTH: The merger will be effective as of 11:59 p.m. on November 18, 2005.
SIXTH: The executed Merger Agreement is on file at the principal place of business of the surviving entity, the address of which is 2000 Ashland Drive, Ashland, KY 41101.
SEVENTH: A copy of the Merger Agreement will be furnished by the surviving entity, on request and without cost, to any member of the Company or New ICG.
IN WITNESS WHEREOF, the Company, as the surviving entity in the merger, has caused this Certificate of Merger to be signed by its authorized person as of November 18, 2005.
ICG, LLC | ||
By: | /s/ William D. Campbell | |
Name: | William D. Campbell | |
Title: | Vice President, Secretary & Treasurer |