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- S-4 Registration of securities issued in business combination transactions
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Exhibit 3(hhh)
Form 205 (Revised 01/06) |
Certificate of Formation Limited Liability Company | This space reserved for office use. | ||
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 | ||||
Filing Fee: $300 |
Article 1 – Entity Name and Type
| ||||||||
The filing entity being formed is a limited liability company. The name of the entity is: | ||||||||
Oak Grove Mining Company LLC | ||||||||
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases. |
Article 2 – Registered Agent and Registered Office (Select and completeeither A or B and complete C)
| ||||||||
x A. The initial registered agent is an organization (cannot be entity named above) by the name of: | ||||||||
CT Corporation System | ||||||||
OR | ||||||||
¨ B. The initial registered agent is an individual resident of the state whose name is set forth below: | ||||||||
First Name | M.I. | Last Name | Suffix | |||||
C. The business address of the registered agent and the registered office address is: | ||||||||
350 N. St Paul, Suite 2900 | Dallas | TX | 75201 | |||||
Street Address | City | State | Zip Code |
Article 3 – Governing Authority (Select and completeeither A or B and provide the name and address of each governing person.)
| ||||||||
x A. The limited liability company will have managers. The name and address of each initial manager are set forth below. | ||||||||
¨ B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
| ||||||||
NAME OF GOVERNING PERSON(Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL |
Michael | P. | Childers | ||||||
First Name | M.I. | Last Name | Suffix | |||||
OR | ||||||||
IF ORGANIZATION | ||||||||
| ||||||||
Organization Name | ||||||||
ADDRESS OF GOVERNING PERSON |
Energy Plaza, 1601 Bryan Street | Dallas | TX | US | 75201 | ||||||
Street or Mailing Address | City | State | Country | Zip Code |
NAME OF GOVERNING PERSON(Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL |
David | A. | Campbell | ||||||
First Name | M.I. | Last Name | Suffix | |||||
OR | ||||||||
IF ORGANIZATION | ||||||||
| ||||||||
Organization Name | ||||||||
ADDRESS OF GOVERNING PERSON |
Energy Plaza, 1601 Bryan Street | Dallas | TX | US | 75201 | ||||
Street or Mailing Address | City | State | Country | Zip Code |
NAME OF GOVERNING PERSON(Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL |
Charles | Enze | |||||||
First Name | M.I. | Last Name | Suffix | |||||
OR | ||||||||
IF ORGANIZATION | ||||||||
| ||||||||
Organization Name | ||||||||
ADDRESS OF GOVERNING PERSON |
Energy Plaza, 1601 Bryan Street | Dallas | TX | US | 75201 | ||||
Street or Mailing Address | City | State | Country | Zip Code |
NAME OF GOVERNING PERSON(Enter the name of either an individual or an organization, but not both.) IF INDIVIDUAL |
Michael | T. | McCall | ||||||
First Name | M.I. | Last Name | Suffix | |||||
OR | ||||||||
IF ORGANIZATION | ||||||||
| ||||||||
Organization Name | ||||||||
ADDRESS OF GOVERNING PERSON |
Energy Plaza, 1601 Bryan Street | Dallas | TX | US | 75201 | ||||
Street or Mailing Address | City | State | Country | Zip Code |
Article 4 – Purpose
|
The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code. |
Supplemental Provisions/Information
|
Text Area: [The attached addendum, if any, is incorporated herein by reference.] |
Oak Grove Mining Company LLC, the domestic filing entity is being formed under the plan of merger of TXU Mining Company LP, a Texas limited partnership. |
Form 205 | 2 |
Organizer
|
The name and address of the organizer: | ||||||||
Jared S. Richardson | ||||||||
Name | ||||||||
Energy Plaza, 1601 Bryan Street
| Dallas
| TX
| 75201
| |||||
Street or Mailing Address | City | State | Zip Code |
Effectiveness of Filing(Select either A, B, or C.)
|
A.x This document becomes effective when the document is filed by the secretary of state. | ||||
B.¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The |
delayed effective date is: |
|
C.¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the | ||||
date of signing is: |
|
The following event or fact will cause the document to take effect in the manner described below: | ||||
Execution
|
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. | ||||
Date: November 29, 2006 | ||||
/s/ JARED S. RICHARDSON | ||||
Signature of organizer |
Form 205 | 3 |